According to the Complaint, FCB Financial Holdings, Inc. ("FCB" or the "Company") is a bank holding company, with one wholly-owned national bank subsidiary, Florida Community Bank, National Association (the “Bank”). FCB is the largest community banking company and second largest Florida-based independent bank in Florida.
On July 24, 2018, FCB and Synovus Financial Corp. issued a joint press release announcing they had entered into an Agreement and Plan of Merger (the “Merger Agreement”). Under the terms of the Merger Agreement, FCB stockholders will be entitled to receive 1.055 shares of Synovus common stock per share of FCB Class A common stock (the “Merger Consideration”). The Proposed Transaction is valued at approximately $2.9 billion.
On September 14, 2018, Synovus and FCB filed a joint proxy statement/prospectus on Form S-4 (the “Registration Statement”) with the SEC. The Complaint alleges that the Registration Statement, which recommends that FCB stockholders vote in favor of the Proposed Transaction, omits or misrepresents material information concerning, among other things: (i) the Company’s and Synovus’ financial projections, relied upon by FCB’s financial advisors in their financial analyses; (ii) the valuation analyses prepared by the financial advisors in connection with the rendering of their fairness opinions; (iii) the background process leading to the Proposed Transaction; and (iv) FCB insiders’ potential conflicts of interest. The failure to adequately disclose such material information constitutes a violation of Sections 14(a) and 20(a) of the Exchange Act as FCB stockholders need such information in order to cast a fully-informed vote in connection with the Proposed Transaction.