Bear State Financial Inc. ("Bear State Financial" or the "Company") is an Arkansas holding company for a bank that provides money management and community banking services.

According to the Complaint, this action stems from a Proposed Transaction announced on August 22, 2017, pursuant to which Bear State Financial and Bear State Bank (together, "Bear State") will be acquired by Arvest Bank and Arvest Acquisition Sub, Inc. (together, "Arvest").

On August 22, 2017, the Company's Board of Directors caused Bear State to enter into an agreement and plan of reorganization (the "Merger Agreement") with Arvest. Pursuant to the terms of the Merger Agreement, if Bear State Financial' s stockholders approve the Proposed Transaction at the stockholder vote scheduled for November 15, 2017, they will receive $10.28 in cash for each share of Bear State Financial common stock they own. If the Proposed Transaction is approved, Arvest Acquisition Sub will merge with and into Bear State Financial, with Bear State Financial surviving the merger as a wholly-owned subsidiary of Arvest Bank. Following the merger, Bear State Financial will either dissolve and liquidate or merge with and into Arvest Bank, and Bear State Bank will become a wholly-owned subsidiary of Arvest Bank and subsequently merge with and into Arvest Bank, with Arvest Bank as the surviving bank.

On September 25, 2017, Defendants filed a Preliminary Proxy Statement with the United States Securities and Exchange Commission in connection with the Proposed Transaction. The Complaint alleges that the Proxy Statement omits material information with respect to the Proposed Transaction, which renders the Proxy Statement false and misleading. Accordingly, Plaintiff alleges that Defendants violated Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 in connection with the Proxy Statement.

On November 28, 2017, the first identified case was voluntarily dismissed. A related case filed under Docket 17-cv-00714 continues.

On March 16, 2018, the Court issued an Order remanding this case to State Court.