According to the Complaint, on November 26, 2018, NCC and CenterState issued a joint press release announcing they had entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to and simultaneously with entering into the Merger Agreement, CenterState’s wholly owned subsidiary bank, CenterState Bank, N.A. (“CenterState Bank”), and NCC’s wholly owned subsidiary bank, National Bank of Commerce (“NBC” or the “Bank”), entered into a Plan of Merger and Merger Agreement whereby NBC will be merged with and into CenterState Bank immediately following the merger of NCC with and into CenterState (the “Bank Merger”). Under the terms of the Merger Agreement, NCC stockholders will be entitled to receive 1.65 shares of CenterState common stock per NCC common share (the “Merger Consideration”). Based on the closing price of CenterState’s stock on November 23, 2018, the Merger Consideration has an implied value of $40.01 per NCC share and the Proposed Transaction has an implied value of approximately $850.4 million.
On January 28, 2019, NCC filed a Definitive Proxy Statement on Form DEFM 14A (the “Proxy Statement”) with the SEC. The Complaint alleges that the Proxy Statement, which recommends that NCC stockholders vote in favor of the Proposed Transaction, omits or misrepresents material information concerning, among other things: (i) NCC’s and CenterState’s financial projections, relied upon by the Company’s financial advisor in its financial analyses; and (ii) the data and inputs underlying the financial valuation analyses that support the fairness opinion provided by the Company's financial advisor.
This case was voluntarily dismissed on July 22, 2019.