On November 4, 2025, former Louisiana Attorney General Charles C. Foti Jr. and the law firm Kahn Swick & Foti announced a formal investigation into First Financial Bancorp’s proposed acquisition of BankFinancial Corporation. The inquiry focuses on whether the 0.48‑share exchange ratio and the overall valuation adequately protect BankFinancial shareholders and meet regulatory standards.
The deal, announced on August 11, 2025, values BankFinancial at roughly $142 million in an all‑stock transaction. First Financial plans to acquire BankFinancial’s 18 retail financial centers, adding about $2.2 billion in deposits to its Chicago‑area footprint and expanding its specialty‑finance portfolio. The transaction is expected to close in the fourth quarter of 2025, pending shareholder approval at a special meeting on December 18 and regulatory clearance.
Kahn Swick & Foti’s investigation centers on two key concerns. First, the firm argues that the 0.48‑share ratio may undervalue BankFinancial shares given First Financial’s recent stock performance and the target’s dividend history. Second, the investigation examines whether the deal structure and the timing of the announcement comply with fiduciary duties and the Securities Exchange Act’s disclosure requirements. The firm’s review could delay closing, trigger a reassessment of terms, or lead to additional regulatory filings.
Management responses to the investigation have been measured. First Financial’s president and CEO Archie Brown said the company remains confident that the transaction will be accretive to earnings and will strengthen its presence in the Midwest. BankFinancial’s chairman, president, and CEO Morgan Gasior welcomed the partnership, noting that First Financial’s resources will support the bank’s long‑term growth and community service commitments.
The investigation underscores the importance of transparent valuation practices in regional bank mergers. If the review finds deficiencies, First Financial may need to adjust the exchange ratio or provide additional disclosures to satisfy shareholders and regulators. Such changes could affect the expected synergies and shareholder returns, potentially altering the timing of the deal’s completion.
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