According to the Complaint, this action stems from a proposed transaction announced on August 22, 2017 (the "Proposed Transaction"), pursuant to which Bear State Financial, Inc. ("Bear State Financial" or the "Company") and Bear State Bank ("Bear State Bank," and together with Bear State Financial, "Bear State") will be acquired by Arvest Bank ("Arvest Bank") and Arvest Acquisition Sub, Inc. ("Merger Sub," and together with Arvest Bank, "Arvest").
On August 22, 2017, the Company's Board of Directors (the "Board" or "Individual Defendants") 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, Merger 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 (the "Proxy Statement") with the United States Securities and Exchange Commission ("SEC") 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 (the "1934 Act") in connection with the Proxy Statement.