Case Page

 

Case Status:    ONGOING    
On or around 07/26/2017 (Ongoing date of last review)

Filing Date: June 16, 2016

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.

COMPANY INFORMATION:

Sector: Financial
Industry: Money Center Banks
Headquarters: United States

SECURITIES INFORMATION:

Ticker Symbol: TLMR
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: E.D. Michigan
DOCKET #: 16-CV-12229
JUDGE: Hon. Thomas L. Ludington
DATE FILED: 06/16/2016
CLASS PERIOD START: 01/25/2016
CLASS PERIOD END: 06/16/2016
PLAINTIFF FIRMS NAMED IN COMPLAINT:
  1. Robbins Geller Rudman & Dowd LLP (San Diego)
    655 West Broadway, Suite 1900, Robbins Geller Rudman & Dowd LLP (San Diego), CA 92101
    619.231.1058 619.231.7423 ·
  2. VanOverbeke Michaud & Timmony, P.C.
    79 Alfred Street, VanOverbeke Michaud & Timmony, P.C., MI 48201
    313.578.1200 313.578.1200 ·
No Document Title Filing Date