According to the law firm press release, on February 7, 2013, FMFC announced that FMFC, Merchants and Renasant had entered into a definitive merger agreement whereby FMFC and Merchants would be merged with Renasant. Through the merger, the public shareholders of FMFC would have the right to receive 0.6425 shares of Renasant common stock for each share of FMFC common stock they own.
The amended complaint charges FMFC’s Board of Directors (the “Board”) and Renasant with violations of §§14(a) and 20(a) of the Securities Exchange Act of 1934 (the “1934 Act”) and U.S. Securities and Exchange Commission (“SEC”) Rule 14a-9 in connection with the Form S-4 (the “S-4”) defendants filed with the SEC on March 29, 2013 regarding the proposed merger between FMFC, Merchants and Renasant. The amended complaint alleges that the S-4 contains material omissions and/or misstatements in contravention of §§14(a) and 20(a) of the 1934 Act and SEC Rule 14a-9 and/or defendants’ fiduciary duty of disclosure under state law, including but not limited to material omissions and/or misstatements concerning the sales process leading up to the execution of the merger agreement, the Company’s value, the analyses performed by the Company’s financial advisor, Keefe, Bruyette & Woods, Inc. (“KBW”), the analyses performed by Renasant’s financial advisor Sandler O’Neill + Partners, L.P., and the potential and/or actual conflicts of interest faced by KBW. Plaintiff alleges that without this material information, FMFC shareholders will be prevented from making a fully-informed decision as to the adequacy of the proposed takeover consideration offered by Renasant and whether to vote their shares in favor of the takeover. The S-4 anticipates an FMFC shareholder vote on the proposed merger sometime in June 2013.
In addition, the amended complaint alleges the Board, FMFC, Merchants and Renasant either directly breached or aided and abetted breaches of fiduciary duties owed to FMFC shareholders in connection with the proposed merger.
Plaintiff seeks injunctive and equitable relief on behalf of all holders of FMFC common stock on February 7, 2013 (the “Class”), including but not limited to preventing the FMFC shareholder vote and consummation of the proposed takeover of FMFC by Renasant unless and until the material omissions and/or misstatements in the S-4 are corrected.
On October 4, 2013 the Plaintiffs hereby moved the Court for an Order that: (i) preliminarily approves of the Settlement, (ii) preliminarily certifies the Settlement Class defined herein, (iii) approves of the parties' proposed class notice; and (iv) sets a final approval hearing date at least. 60 days after dissemination of the notice at the convenience of the Court. The Settlement was preliminarily approved on October 18. The Settlement was granted final approval and this case was dismissed with prejudice on December 19.