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Case Status:    SETTLED
On or around 09/01/2017 (Ongoing date of last review)

Filing Date: February 29, 2016

According to the law firm press release, pursuant to the terms of the Merger Agreement, which was unanimously approved by the Board, CommunityOne shareholders will either receive (i) $14.25 in cash or (ii) 0.430 shares of Capital Bank Class A common stock. The consideration stipulates that no more than 85% of the outstanding CommunityOne shares will be converted into shares of Capital Bank and no more than 15% of the outstanding CommunityOne shares will be converted into cash. The complaint alleges that the offer is inadequate in light of the Company's fourth quarter and year end 2015 earnings release, released on January 29, 2016, in which it reported a 16% increase in net income from the 2014 fourth quarter results and a whopping 43% increase from the full year results from 2014.

The complaint alleges that the Form S-4 Registration/Joint Proxy Statement ("S-4") filed with the Securities and Exchange Commission ("SEC") on December 21, 2015 provides materially incomplete and misleading information about the Company and the Proposed Transaction, in violation of Sections 14(a) and 20(a) of the Exchange Act. The S-4 fails to provide CommunityOne's shareholders with material information concerning the financial and procedural fairness of the Proposed Transaction.

Furthermore, according to the complaint, the Merger Agreement includes strict "standstill" and "no-shop" provisions, a "no solicitation" provision, and a $14 million termination fee which essentially ensure that a superior bidder will not emerge, as any potential suitor will undoubtedly be deterred from expending the time, cost, and effort of making a superior proposal while knowing that Capital Bank can easily foreclose a competing bid.

The parties entered into a Stipulation of Settlement on January 31, 2017. This Settlement was preliminarily approved on May 11.

COMPANY INFORMATION:

Sector: Financial
Industry: Regional Banks
Headquarters: United States

SECURITIES INFORMATION:

Ticker Symbol: COB
Company Market: NASDAQ
Market Status: Public (Listed)

About the Company & Securities Data


"Company" information provides the industry and sector classification and headquarters state for the primary company-defendant in the litigation. In general, "Securities" information provides the ticker symbol, market, and market status for the underlying securities at issue in the litigation.

In most cases, the primary company-defendant actually issued the securities that are the subject of the litigation, and the securities information and company information relate to the same entity. In a small subset of cases, however, the primary company-defendant is not the issuer (for example, cases against third party brokers/dealers), and the securities information and company information do not relate to the same entity.
COURT: W.D. North Carolina
DOCKET #: 16-CV-00037
JUDGE: Hon. Richard Voorhees
DATE FILED: 02/29/2016
CLASS PERIOD START: 11/23/2015
CLASS PERIOD END: 02/29/2016
PLAINTIFF FIRMS NAMED IN COMPLAINT:
  1. Ward Black Law
    208 W. Wendover Avenue, Ward Black Law, NC 27401
    336.333.2244 336.379.9415 ·
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