This action stems from a proposed transaction (the “Proposed Transaction” or “Merger”) announced on October 10, 2018, pursuant to which MBT Financial Corporation (“MBT” or the “Company”) will be acquired by First Merchants Corporation.

On October 9, 2018, the Company’s Board of Directors caused the Company to enter into an Agreement and Plan of Reorganization and Merger (the “Merger Agreement”) with First Merchants. Pursuant to the Merger Agreement, in an all-stock transaction valued at approximately $291 million, the owners of the outstanding shares in MBT will receive a fixed exchange ratio of 0.275 shares of First Merchants common stock for each share of MBT they hold. Upon completion of the Merger, MBT will be integrated into First Merchants as a wholly owned subsidiary of First Merchants.

On December 21, 2018, Defendants and First Merchants filed a proxy statement on a Schedule 14A (“Proxy”) with the United States Securities and Exchange Commission. The Complaint alleges that the Proxy omits certain material information with respect to the Proposed Transaction, which renders it false and misleading, in violation of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934.

Defendants filed a Motion to Dismiss the Complaint on February 1, 2019. On February 6, the Court issued an Order consolidating cases under Docket 19-CV-10181. On February 19, one of the Plaintiffs voluntarily dismissed his claims. The Court issued an Order denying Defendants' Motion to Dismiss the Complaint on July 12.