According to the Complaint, Guaranty Bancorp ("Guaranty" or the "Company") is a financial services company that operates as the bank holding company for Guaranty Bank and Trust Company, a premier Colorado community bank.
This action stems from a proposed transaction announced on May 22, 2018 (the “Proposed Transaction”), pursuant to which Guaranty will be acquired by Independent Bank Group, Inc. (“Independent”).
On May 22, 2018, Guaranty’s Board of Directors (the “Board” or “Individual Defendants”) caused the Company to enter into an agreement and plan of merger (the “Merger Agreement”) with Independent. Pursuant to the terms of the Merger Agreement, if the merger is completed, Guaranty stockholders will receive 0.45 shares of Independent common stock for each share of Guaranty common stock they own.
On August 16, 2018, Defendants filed a proxy statement/prospectus (the “Prospectus”) with the United States Securities and Exchange Commission (“SEC”) in connection with the Proposed Transaction. The Complaint alleges that the Prospectus, which scheduled a special meeting of stockholders for September 25, 2018, omits material information with respect to the Proposed Transaction, which renders the Prospectus false and misleading.