WeissLaw LLP is investigating possible breaches of fiduciary duty and other violations of law by the Board of Directors of Talmer Bancorp, Inc. (“TLMR” or the “Company”) in connection with the proposed acquisition of the Company by Chemical Financial Corporation (“Chemical Financial”). On January 26, 2016, the Talmer and Chemical Financial jointly announced the proposed acquisition of TLMR, pursuant to which TLMR shareholders will receive 0.4725 shares of Chemical Financial and $1.61 in cash for each TLMR share they own, representing a total consideration of $15.64 per share.
WeissLaw is investigating whether TLMR’s Board acted to maximize shareholder value prior to entering into the agreement. Notably, the offer price provides no premium to TLMR’s January 25 closing price of $16.00; in fact, TLMR’s January 25 closing price is $0.36 above the offer price. Additionally, at least one analyst set a target price of $21.00 per share, or $5.36 above the offer price. Further, the Company has enjoyed impressive financial results. It reported earnings per diluted share of $0.19 in the fourth quarter of 2015, as compared with $0.16 in the same period of the previous year, representing an increase of approximately 16% year-over-year. Upon completion of the transaction, TLMR shareholders will own only 45% of the newly combined company.
Given these facts, WeissLaw is investigating the TLMR Board of Directors’ decision to sell TLMR and whether TLMR shareholders will obtain their fair proportionate share of the Company’s continued success and future growth prospects. If you own TLMR shares and would like more information about your rights or our investigation, please contact Joshua Rubin either by telephone at (888) 593-4771 or by email at firstname.lastname@example.org.
NEW YORK, 01/27/2016 (PR NEWSWIRE)