According to the Complaint, this putative class action arises out of the proposed merger (the “Merger”) between PVF Capital Corp. (“PVF Capital” or the “Company”), the Solon, Ohio-based parent and holding company of Park View Federal Savings Bank (“Park View Federal”), and F.N.B. Corporation (“FNB”), pursuant to which FNB, plans to acquire all of the outstanding shares of PVF Capital in an all-stock transaction worth approximately $106 million.
The Complaint alleges that on June 28, 2013, FNB filed a Form S-4 Registration Statement , which also serves as PVF Capital’s preliminary proxy statement (the “Proxy Statement”), that misrepresents and omits material
information that PVF Capital’s shareholders need in order to make a fully informed decision whether to vote for or against the Merger. Specifically, Defendants failed to disclose key information regarding (a) PVF Capital’s long-term prospects, (b) the financial analyses supporting the Merger consideration performed by the Board’s financial advisor, (c) information concerning the process leading up to the announcement of the proposed Merger, and (d) conflicts of interest affecting both the Board and its financial advisor.
An amended complaint was filed on August 2, 2013.
On September 9, 2013, the Court granted Defendants' Motion to Dismiss and entered judgment in favor of Defendants.