Offer Price Represents a Discount on Previous Day’s Closing Price

WeissLaw LLP is investigating possible breaches of fiduciary duty and other violations of law by the Board of Directors of Capital Bank Financial Corp. (“CBF” or the “Company”) in connection with the proposed merger of the Company with First Horizon National Corp. (“FHN”).  Under the terms of the agreement, the Company’s shareholders will receive cash or stock with a value equivalent to 1.750 of a share of FHN and $7.90 for each CBF share they own, representing consideration of $40.83 based on FHN’s May 3 closing price.

WeissLaw is investigating whether CBF’s Board acted to maximize shareholder value prior to entering into the agreement.  Notably, at least one analyst set a target price of $50.00 per share.  Additionally, CBF recently reported a remarkable 112% year-over-year growth in net income, and a $167.4 million sequential increase in total asset.

The acquisition is a strategic and financially attractive transaction for FHN, a point emphasized by FHN’s CFO when he highlighted the four compelling benefits of the transaction, which include:

  • Enhancing FHN’s footprint in the fast-growing Southeast markets;
  • Leveraging infrastructure investments and improving FHN’s competitive positioning;
  • Strengthening FHN’s business mix; and
  • Accelerating FHN’s growth.

Finally, upon closing CBR shareholders will own a meagre 29% of the combined companies.

Given these facts, WeissLaw is investigating whether CBF shareholders will obtain their fair and proportionate share of the Company’s continued success and future growth prospects.  If you own CBF shares and would like more information about your rights or our investigation, or if you have information to share with us, please contact Joshua Rubin by telephone at (888) 593-4771 or by email at stockinfo@weisslawllp.com.

WeissLaw LLP has litigated hundreds of stockholder class and derivative actions for violations of corporate and fiduciary duties.  We have recovered over a billion dollars for defrauded clients and obtained important corporate governance relief in many of these cases.  If you have information or would like legal advice concerning possible corporate wrongdoing (including insider trading, waste of corporate assets, accounting fraud, or materially misleading information), consumer fraud (including false advertising, defective products, or other deceptive business practices), or anti-trust violations, please email us at stockinfo@weisslawllp.com or fill out the form on our website, http://www.weisslawllp.com/capital-bank-financial-corp/