According to the Complaint, Green Bancorp, Inc. ("Green" or the "Company") is a bank holding company that operates Green Bank, N.A. (“Green Bank”) primarily in the Houston and Dallas metropolitan areas. Commercial- focused, Green Bank is a nationally chartered bank regulated by the Office of the Comptroller of the Currency, a division of the Department of the Treasury of the United States.
On July 24, 2018, Green and Veritex Holdings, Inc. ("Veritex") issued a joint press release announcing they had entered into an Agreement and Plan of Merger dated July 23, 2018 (“Merger Agreement”). Pursuant to the terms of the Merger Agreement, each share of Green common stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive 0.79 shares of Veritex common stock (the “Merger Consideration”).
On August 13, 2018, Veritex filed a Registration Statement on Form S-4 with the SEC containing a joint proxy
statement/prospectus (the “Registration Statement”) in connection with the Proposed Transaction. The Complaint alleges that the Registration Statement, which recommends that Green stockholders vote in favor of the
Proposed Transaction, omits or misrepresents material information concerning, among other things: (i) the Company’s and Veritex’s financial projections, relied upon by Green’s financial advisor in its financial analyses; and (ii) the valuation analyses prepared by Green's financial advisor in connection with the rendering of its fairness opinion.