According to the law firm press release, ESBF operates as a thrift holding company for ESB Bank that provides various retail and commercial financial products and services in western Pennsylvania. It offers various deposit products, including regular savings accounts, checking and money market accounts, certificate accounts, and time deposits.
The complaint alleges that ESBF, the Board and WesBanco breached their duties, and/or aided and abetted such breaches, in connection with their attempt to consummate the Proposed Transaction pursuant to an unfair process and for an unfair price. In addition, the complaint alleges ESBF and the Board disseminated a false and misleading Registration Statement on Form S-4 (the "S-4") in violation of §14(a) of the 1934 Act and Rule 14a-9 promulgated thereunder in connection with the Proposed Transaction.
On October 29, 2014, ESBF and WesBanco entered into a definitive agreement (the "Merger Agreement") whereby WesBanco would acquire all of ESBF's outstanding shares. Thereafter, on November 20, 2014, defendants caused the S-4 to be filed with the SEC and disseminated in connection with the January 22, 2014 shareholder vote on the Proposed Transaction. The complaint alleges the S-4 contains a number of false and misleading statements that are material to shareholders who are expected to rely upon the S-4 to determine whether to approve the Proposed Transaction. The S-4 omits a number of material facts necessary to make statements made therein not false and misleading, including the events leading to the Merger Agreement, the analyses conducted by the Board's financial advisor, and ESBF's prospective financial information.
The parties reached a Stipulation of Settlement on April 28, 2015. The Court granted final approval of the Settlement and dismissed this case with prejudice on September 21.