According to the Complaint, Seacoast Commerce Banc Holdings is a bank holding company with one wholly-owned banking subsidiary, Seacoast Bank. Seacoast Bank has five full-service banking branches in California and Nevada, and loan and deposit production offices throughout Arizona, California, Colorado, Illinois, Indiana, Massachusetts, Michigan, Nevada, Ohio, Oregon, Texas, Utah, and Washington.
This action stems from a proposed transaction announced on August 20, 2020, pursuant to which Seacoast Commerce Banc Holdings will be acquired by Enterprise Financial Services Corp.
On August 20, 2020, Seacoast’s Board of Directors caused the Company to enter into an agreement and plan of merger with Enterprise, Enterprise Bank & Trust (“Enterprise Bank”), and Seacoast Commerce Bank (“Seacoast Bank”). Pursuant to the terms of the Merger Agreement, Seacoast’s stockholders will receive 0.5061 shares of Enterprise common stock for each share of Seacoast common stock they own.
On September 11, 2020, Defendants filed a Form S-4 Registration Statement with the United States Securities and Exchange Commission in connection with the Proposed Transaction. The Complaint alleges that the Registration Statement omits material information with respect to the Proposed Transaction, which renders the Registration Statement false and misleading.