According to the Complaint, HopFed is the holding company for Heritage, a Kentucky state chartered commercial bank headquartered in Hopkinsville, Kentucky. Heritage has 18 branch offices in western Kentucky and middle Tennessee and loan production offices in Nashville, Murfreesboro, and Brentwood, Tennessee. Heritage offers a broad line of banking and financial products and services with the personalized focus of a community banking organization.
On January 7, 2019, HopFed and First Financial Corporation issued a joint press release announcing they had entered into an Agreement and Plan of Merger dated January 7, 2019. Pursuant to the terms of the Merger Agreement, for each share of HopFed common stock they own, HopFed stockholders may elect to receive, subject to proration: (i) 0.444 shares of First Financial common stock, or (ii) $21.00 in cash.
On April 11, 2019, HopFed and First Financial filed a joint proxy statement/prospectus on Form S-4 (as amended on June 6, 2019, the “Registration Statement”) with the SEC in connection with the Proposed Transaction. The Complaint alleges that the Registration Statement, which recommends that HopFed stockholders vote in favor of the Proposed Transaction, omits or misrepresents material information concerning, among other things: (i) the data and inputs underlying the financial valuation analyses that support the fairness opinion provided by the Company’s financial advisor; and (ii) the background process leading to the Proposed Transaction.
This case was voluntarily dismissed on July 19, 2019.