Ademi LLP Investigates Northfield for Possible Violations
Written by Emily J. Thompson, Senior Investment Analyst
Updated: 6d ago
0mins
Should l Buy NFBK?
Source: PRnewswire
- Investigation Launched: Ademi LLP is investigating Northfield (NASDAQ:NFBK) for potential breaches of fiduciary duty and other legal violations in its transaction with Columbia Financial, highlighting concerns over corporate governance.
- Transaction Details: In this deal, Northfield shareholders will receive either shares of the new holding company or cash based on an independent valuation, with shares or cash increasing if the valuation exceeds $2.3 billion, indicating a structured approach to shareholder compensation.
- Cash Conversion Limitations: The agreement stipulates that no more than 30% of outstanding Northfield shares may be converted to cash, which may limit shareholder options and potential returns, reflecting the complexity of the transaction structure.
- Board Accountability: The investigation will also examine whether Northfield's board is fulfilling its fiduciary duties to all shareholders, especially given the significant penalties imposed on accepting competing bids, which could impact future acquisition opportunities for the company.
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Analyst Views on NFBK
Wall Street analysts forecast NFBK stock price to fall over the next 12 months. According to Wall Street analysts, the average 1-year price target for NFBK is 12.00 USD with a low forecast of 12.00 USD and a high forecast of 12.00 USD. However, analyst price targets are subjective and often lag stock prices, so investors should focus on the objective reasons behind analyst rating changes, which better reflect the company's fundamentals.
1 Analyst Rating
0 Buy
1 Hold
0 Sell
Hold
Current: 13.580
Low
12.00
Averages
12.00
High
12.00
Current: 13.580
Low
12.00
Averages
12.00
High
12.00
About NFBK
Northfield Bancorp, Inc. is the holding company for Northfield Bank (the Bank). The Bank conducts business from its operations center located in Woodbridge, New Jersey, its home office located at a branch in Staten Island, New York, and its 36 additional branch offices located in Staten Island, Brooklyn, and the New Jersey counties of Hunterdon, Mercer, Middlesex, and Union. The Bank’s principal business consists of originating multifamily and commercial real estate loans, construction and land loans, commercial and industrial loans, and home equity loans and lines of credit. The Bank offers a variety of deposit accounts, including certificates of deposit, passbook, statement, money market savings and transaction deposit accounts, which are Northfield Bank’s primary source of funds for its lending and investing activities. The Bank also borrows funds, principally through Federal Home Loan Bank (FHLB) of New York (FHLBNY) advances and repurchase agreements with brokers.
About the author
Emily J. Thompson
Emily J. Thompson, a Chartered Financial Analyst (CFA) with 12 years in investment research, graduated with honors from the Wharton School. Specializing in industrial and technology stocks, she provides in-depth analysis for Intellectia’s earnings and market brief reports.
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- Merger Transaction Review: The merger of Northfield Bancorp, Inc. (NASDAQ:NFBK) with Columbia Financial, Inc. is under scrutiny, and Halper Sadeh LLC encourages shareholders to reach out to understand their legal rights and options, ensuring transparency in the merger process.
- Legal Service Commitment: The investigation extends to First Foundation Inc. (NYSE:FFWM), which is exchanging shares for 0.16083 shares of FirstSun Capital Bancorp, with Halper Sadeh LLC offering legal services on a contingency basis to advocate for affected shareholders without upfront costs.
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- Merger Terms Details: Under the proposal, each share of Northfield will be converted into either 1.425 to 1.465 shares of the holding company or cash, with cash options capped at 30%, requiring shareholders to consider the final independent valuation when making their choice.
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- Potential Securities Violations: Halper Sadeh LLC is investigating Peakstone Realty Trust (NYSE:PKST) for its sale to Brookfield Asset Management at $21.00 per share in cash, which may involve breaches of fiduciary duties impacting shareholder rights.
- Shareholder Rights Protection: The investigation also includes Coterra Energy Inc. (NYSE:CTRA), which is selling for 0.70 shares of Devon Energy for each share of Coterra, with Halper Sadeh LLC potentially seeking increased compensation and additional disclosures to protect shareholder interests.
- Merger Transaction Review: The merger of Northfield Bancorp, Inc. (NASDAQ:NFBK) with Columbia Financial, Inc. is under scrutiny, and Halper Sadeh LLC encourages shareholders to reach out to understand their legal rights and options, ensuring transparency in the merger process.
- Legal Service Commitment: The investigation extends to First Foundation Inc. (NYSE:FFWM), which is exchanging shares for 0.16083 shares of FirstSun Capital Bancorp, with Halper Sadeh LLC offering legal services on a contingency basis to advocate for affected shareholders without upfront costs.
See More
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- Merger Investigation Launched: Former Louisiana Attorney General Charles C. Foti and his law firm Kahn Swick & Foti are investigating the proposed merger between Northfield Bancorp and Columbia Financial to assess the fairness of the merger process and its impact on Northfield shareholders.
- Merger Terms Details: Under the proposal, each share of Northfield will be converted into either 1.425 to 1.465 shares of the holding company or cash, with cash options capped at 30%, requiring shareholders to consider the final independent valuation when making their choice.
- Shareholder Rights Concern: KSF is evaluating whether the merger is fair, particularly regarding the potential impact on Northfield shareholders, ensuring that their interests are adequately protected throughout the transaction.
- Legal Consultation Opportunity: KSF offers no-obligation legal consultation services, allowing shareholders to contact the managing partner via email or phone to learn more about their legal rights and options regarding the merger.
See More
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- Investigation Focus: Halper Sadeh LLC is investigating Stellar Bancorp, Inc. (NYSE: STEL) regarding its sale to Prosperity Bancshares, Inc. for 0.3803 shares of Prosperity common stock and $11.36 in cash per share, potentially indicating breaches of fiduciary duties to shareholders.
- Merger Scrutiny: The merger between Columbia Financial, Inc. (NASDAQ: CLBK) and Northfield Bancorp, Inc. is also under investigation, with Halper Sadeh LLC possibly seeking increased compensation and additional disclosures to protect shareholder interests.
- Shareholder Rights Protection: The sale of Ventyx Biosciences, Inc. (NASDAQ: VTYX) to Eli Lilly and Company for $14.00 per share is similarly scrutinized, with Halper Sadeh LLC encouraging shareholders to reach out to understand their legal rights and options.
- Legal Service Model: Halper Sadeh LLC operates on a contingent fee basis, allowing shareholders to seek legal remedies and potential compensation without upfront costs, demonstrating the firm's commitment to protecting investor rights.
See More
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- Acquisition Announcement: Columbia Financial has agreed to acquire Northfield Bancorp for approximately $597 million, which will create the third-largest regional bank in New Jersey, significantly enhancing its competitive position with a combined asset total of $18 billion.
- Financial Performance: In the fourth quarter of 2025, Columbia's total revenue surged over threefold from the same period in 2024 to nearly $69 million, despite a substantial loss on securities transactions in the prior year, indicating a strong recovery in business operations.
- Net Income Rebound: The company's net income, in accordance with GAAP, reached just under $15.7 million, or $0.15 per share, contrasting sharply with a loss of over $21 million in the fourth quarter of 2024, showcasing the effectiveness of its strategic initiatives.
- Strategic Investment: CEO Thomas Kemly noted that these improvements reflect the company's focus on margin expansion, ongoing growth in commercial lending, and efficiency enhancements through technology, with plans to continue investing in infrastructure necessary for sustainable growth.
See More
Halper Sadeh LLC Investigates Multiple Companies for Securities Violations
- Exact Sciences Investigation: Halper Sadeh LLC is investigating Exact Sciences Corporation's sale to Abbott for $105.00 per share in cash, potentially violating fiduciary duties to shareholders and impacting shareholder rights.
- Devon Energy Merger Review: The merger between Devon Energy Corporation and Coterra Energy Inc. will result in Devon shareholders owning approximately 54% of the combined entity, with Halper Sadeh LLC possibly seeking increased consideration and disclosures for shareholders.
- Northfield Bancorp Merger Issues: The firm is also investigating the merger between Northfield Bancorp and Columbia Financial, focusing on potential securities law violations and their implications for shareholders to ensure their legal rights are protected.
- Legal Service Commitment: Halper Sadeh LLC offers to handle cases on a contingent fee basis, meaning shareholders will not incur out-of-pocket legal fees, encouraging affected shareholders to reach out to understand their legal rights and options.
See More
Columbia Financial Announces $597M Northfield Bancorp Merger and Conversion Plan for 2026
- Deal Structure & Timing: Columbia Financial is acquiring Northfield Bancorp in a transaction valued at approximately $597 million, with plans to complete the merger and a 'second-step' conversion to a fully public holding company by early Q3 2026, offering a per-share consideration of $14.25 to $14.65, with up to 30% payable in cash.
- Strategic Footprint Expansion: The merger will create a combined bank with about $18 billion in assets and over 100 branches across 14 New Jersey counties, plus Brooklyn and Staten Island, adding roughly $1.8 billion in deposits and aiming to accelerate normalized return on equity by eliminating the mutual minority discount.
- Financial Outlook & Risk Assessment: Management anticipates approximately 50% earnings accretion in 2027, with a tangible book dilution of 4.4% and an earnback period of about 1.8 years; due diligence revealed an $81 million credit mark, representing 2.1% of loans, and executives characterized the transaction as low risk due to conservative credit profiles.
- Leadership & Governance Structure: Post-merger, CEO Thomas Kemly will continue as President and CEO of the combined entity, with a board comprising 13 directors—9 from Columbia and 4 from Northfield—ensuring stability and continuity in governance.
See More
