This action stems from a proposed transaction announced on July 21, 2017 (the "Proposed Transaction") pursuant to which Premara Financial, Inc. ("Premara Financial" or the "Company") and its wholly owned subsidiary, Carolina Premier Bank ("Carolina Bank," and together with Premara Financial, "Premara"), will be acquired by Select Bancorp, Inc. ("Select Bancorp") and its wholly owned subsidiary, Select Bank & Trust Company ("Select Bank," and together with Select Bancorp, "Select"). On July 20, 2017, the Board caused Premara to enter into an agreement and plan of merger and reorganization (the "Merger Agreement") with Select. Pursuant to the terms of the Merger Agreement, shareholders of Premara Financial will receive either (i) 1.0463 shares of Select Bancorp common stock; or (ii) $12.65 in cash. Premara Financial shareholders will have the option to elect the type of consideration that they receive in the Proposed Transaction, subject to proration as provided in the Merger Agreement. The merger consideration will be prorated such that 30% of Premara Financial's outstanding shares is converted to the cash consideration, with the 70% balance of Premara Financial's common stock being converted to the stock consideration.
On September 27, 2017, defendants filed a Form S-4 Registration Statement (the "Registration Statement") with the United States Securities and Exchange Commission ("SEC") in connection with the Proposed Transaction. The Complaint alleges that the Registration Statement omits material information with respect to the Proposed Transaction, which renders the Registration Statement false and misleading.