According to the Complaint, Charter Financial Corporation ("Charter" or the "Company") is a savings and loan holding company headquartered in West Point, Georgia. Charter is the parent company of CharterBank, a fullservice community bank and a federal savings institution that operates branches in Metro Atlanta, the I-85 corridor south to Auburn, Alabama, and the Florida Gulf Coast.
On April 24, 2018, Charter and CenterState Bank Corporation issued a joint press release announcing they had entered into an Agreement and Plan of Merger dated April 24, 2018 (“Merger Agreement”).
Pursuant to the terms of the Merger Agreement, each share of Charter common stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive (i) 0.738 shares of CenterState common stock, and (ii) $2.30 in cash (the “Merger Consideration”) plus any cash dividends payable with respect to shares of the CenterState common stock that are payable to CenterState shareholders of record as of any date on or after the closing date.
On July 18, 2018, Charter filed a Definitive Proxy Statement on Form DEFM14A ( the “Proxy Statement”) with the SEC in connection with the Proposed Transaction. The Complaint alleges that the Proxy Statement, which recommends that Charter stockholders vote in favor of the Proposed Transaction, omits or misrepresents material information concerning, among other things: (i) the Company’s and CenterState’s financial projections, relied upon by Charter’s financial advisor in its financial analyses; (ii) the valuation analyses prepared in connection with the rendering of its fairness opinion; and (iii) the background process leading up to the Proposed Transaction.