Cases
Talmer Bancorp, Inc. (NASDAQ: TLMR)
Merger
Overview
Overview
- Date:
- 6/20/2016
- Company Name:
- Talmer Bancorp, Inc.
- Stock Symbol:
- TLMR
- Company Name - Buyer:
- Chemical Financial Corporation
- Class Period:
- FROM 1/26/2016
- Status:
- Closed/Complete
- Merger Announcement Date:
- 1/25/2016
- Court:
- U.S. Bankruptcy Court: Eastern District of Michigan
NEW YORK, June 20, 2016 – Bragar Eagel & Squire, P.C. announces that a class action lawsuit has been filed in the United States District Court for the Eastern District of Michigan on behalf of all persons or entities who held Talmer Bancorp, Inc. (NASDAQ: TLMR) securities on January 26, 2016 (the “Class Period”).
On January 25, 2016, Talmer entered into an Agreement and Plan of Merger with Chemical Financial Corporation. Pursuant to the Merger Agreement, Chemical will acquire Talmer by purchasing all of the company's outstanding shares at a purchase price of just 0.4725 of a share of Chemical common stock and $1.61 in cash for each share of Talmer common stock. Following the consummation of the proposed acquisition, Talmer will be merged with and into Chemical, with Chemical as the surviving corporation.
The lawsuit alleges that in an attempt to secure shareholder support for the Proposed Acquisition, on March 31, 2016, defendants caused Talmer and Chemical to file a Joint Preliminary Prospectus/Joint Proxy Statement on Form S-4. The Proxy, which recommends that Talmer stockholders vote in favor of the proposed acquisition, omits and/or misrepresents material information necessary to enable shareholders to make an informed decision on how to vote on the proposed acquisition, including material information about the unfair sales process, conflicts of interest that corrupted the sales process, the unfair consideration offered in the proposed acquisition, the actual intrinsic value of the company on a stand-alone basis and as to be acquired by Chemical, and the data, inputs and assumptions the company's and Chemical's financial advisors employed in their fairness analyses.
If you held Talmer securities during the Class Period, have information or would like to learn more about these claims, or have any questions concerning this announcement or your rights or interests with respect to these matters please contact Melissa A. Fortunato, Esq. by email at investigations@bespc.com, or telephone at (212) 355-4648, or by filling out the contact form below. There is no cost or obligation to you.
On January 25, 2016, Talmer entered into an Agreement and Plan of Merger with Chemical Financial Corporation. Pursuant to the Merger Agreement, Chemical will acquire Talmer by purchasing all of the company's outstanding shares at a purchase price of just 0.4725 of a share of Chemical common stock and $1.61 in cash for each share of Talmer common stock. Following the consummation of the proposed acquisition, Talmer will be merged with and into Chemical, with Chemical as the surviving corporation.
The lawsuit alleges that in an attempt to secure shareholder support for the Proposed Acquisition, on March 31, 2016, defendants caused Talmer and Chemical to file a Joint Preliminary Prospectus/Joint Proxy Statement on Form S-4. The Proxy, which recommends that Talmer stockholders vote in favor of the proposed acquisition, omits and/or misrepresents material information necessary to enable shareholders to make an informed decision on how to vote on the proposed acquisition, including material information about the unfair sales process, conflicts of interest that corrupted the sales process, the unfair consideration offered in the proposed acquisition, the actual intrinsic value of the company on a stand-alone basis and as to be acquired by Chemical, and the data, inputs and assumptions the company's and Chemical's financial advisors employed in their fairness analyses.
If you held Talmer securities during the Class Period, have information or would like to learn more about these claims, or have any questions concerning this announcement or your rights or interests with respect to these matters please contact Melissa A. Fortunato, Esq. by email at investigations@bespc.com, or telephone at (212) 355-4648, or by filling out the contact form below. There is no cost or obligation to you.