According to the law firm press release, Talmer Bancorp, Inc. ("Talmer") is the holding company for Talmer Bank and Trust.
On January 25, 2016, Talmer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Chemical Financial Corporation ("Chemical"). 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 (the "Proposed Acquisition"). Following the consummation of the Proposed Acquisition, Talmer will be merged with and into Chemical, with Chemical as the surviving corporation.
The complaint 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"). 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.