Taylor Capital Group, Inc.
Taylor Capital Group, Inc. Securities Settlement
The lawsuit was settled for additional disclosures in the proxy statement mailed to shareholders. The following is a summary of the proceedings in this lawsuit: ‘On July 15, 2013, TCG and MB announced that they had entered into a definitive merger agreement (Merger Agreement), pursuant to which, subject to certain conditions, TCG and MB would merge, with MB as the surviving entity (the Merger). Mark A. Hoppe, Bruce W. Taylor, Harrison I. Steans, Ronald L. Bliwas, C. Bryan Daniels, Ronald Emanuel, M. Hill Hammock, Elzie L. Higginbottom, Mitchel H. Moskow, Louise O Sullivan, Sheperd G. Pryor, IV, Jennifer W. Steans, Jeffrey W. Taylor and Richard W. Tinberg (the TCG Individual Defendants and, collectively with TCG, the TCG Defendants),2who then constituted the Board of Directors of TCG (the Board), approved the Merger Agreement and recommended to TCG stockholders that they approve the Merger. Subject to the terms and conditions of the Merger Agreement, upon the consummation of the Merger, TCG stockholders will receive 0.64318 shares of MB common stock and $4.08 in cash for each share of TCG common (and non-voting preferred) stock, a mix of approximately 81% stock and 19% cash. On July 26, 2013, an action styled James Sullivan v. Taylor Capital Group, Inc., et al., Case No. 2013-CH-17751 (the Sullivan Action), was commenced in the Court, alleging that, by approving the Merger Agreement and recommending to TCG stockholders that they approve the Merger, the TCG Board breached its fiduciary duties, and that MB aided and abetted the breach of such fiduciary duties. On August 8, 2013, a substantially similar action styled Dennis Panozzo v. Taylor Capital Group, Inc., et. al., Case No. 2013-CH-18546 (the Panozzo Action), was commenced in the Court, likewise alleging that the TCG Board breached its fiduciary duties in connection with the Merger and that MB aided and abetted the breach of such fiduciary duties. On September 10, 2013, pursuant to Court order, the Sullivan Action and the Panozzo Action against the Defendants were consolidated under the first-filed Sullivan Action, Case No. 2013-CH-17751, appointing Faruqi & Faruqi, LLP and Levi & Korsinsky LLP as interim co-lead counsel for Plaintiffs, and Lite DePalma Greenberg, LLC and DiTommaso Lubin, P.C. as interim co-liaison counsel for Plaintiffs. On October 17, 2013, MB filed a Registration Statement on Form S-4 (the Form S-4) with the United States Securities and Exchange Commission (the SEC) that contained a joint proxy statement/prospectus relating to the Merger and described, inter alia, the process leading up to the approval and announcement of the Merger Agreement, the terms of the Merger, and TCG Board reasons for approving the Merger Agreement and recommending to TCG stockholders that they approve the Merger. On October 24, 2013, Plaintiffs filed a consolidated amended class action complaint, alleging that the TCG Board breached its fiduciary duties in connection with the Merger, including by failing to make complete and accurate disclosures in the Form S-4 concerning the Merger, and that MB aided and abetted those breaches of fiduciary duty. On November 1, 2013, Plaintiffs filed a Motion for Expedited Discovery in the Action. By letter dated November 13, 2013, members of the SEC staff requested that the Form S-4 filed on October 17, 2013 be amended in accordance with the SEC staff comments. On December 6, 2013, MB filed Amendment No. 1 to the Form S-4 with the SEC. On December 8, 2013, pursuant to Court order dated November 25, 2013, TCG provided Plaintiffs with certain presentations made by TCG financial advisor, Sandler ONeill & Partners, L.P. (Sandler ONeill), to the Board concerning the Merger. By letter dated December 31, 2013, members of the SEC staff requested that the Form S-4 be further amended in accordance with the SEC staff comments on Amendment No. 1 to the Form S-4 filed on December 6, 2013. On January 6, 2014, MB filed Amendment No. 2 to the Form S-4 with the SEC, which addressed certain additional comments from the SEC staff. On January 15, 2014, MB filed the definitive form of the joint proxy statement/prospectus for the Merger with the SEC (the Final Proxy Statement), which was subsequently disseminated to the stockholders of TCG and MB on or about January 21, 2014. On January 24, 2014, following negotiations among Plaintiffs and Defendants (together, the Parties), and pursuant to Court guidance, TCG provided Plaintiffs with certain additional documents relating to the Merger, including certain electronic communications between TCG representatives and Sandler ONeill. Commencing on or about January 31, 2014, the Parties began to engage in arm-length settlement negotiations regarding potential supplemental disclosures intended to address Plaintiffs concerns. On February 5, 2014, Plaintiffs served Defendants with their Motion for Preliminary Injunction, which was filed with the Court on February 7, 2014, seeking to enjoin the TCG stockholder vote on, and the consummation of, the Merger. The TCG Defendants filed their Memorandum of Law in Opposition to Plaintiffs Motion for a Preliminary Injunction on February 14, 2014. That same day, MB filed its Joinder in the TCG Defendants Opposition to Plaintiffs Motion for a Preliminary Injunction. The Parties subsequently engaged in arm-length settlement negotiations. As of February 17, 2014, the Parties entered into a Memorandum of Understanding (the MOU) in which they set forth the material terms of a proposed settlement of the Action. The material terms set forth in the MOU included, inter alia, an agreement by TCG and MB to disseminate certain supplemental disclosures (the Supplemental Disclosures) by each filing such Supplemental Disclosure with the SEC. TCG and MB each filed Form 8-Ks containing the Supplemental Disclosures with the SEC on February 18, 2014, copies of which are attached to the Stipulation as Exhibit A and Exhibit B, respectively. On February 26, 2014, TCG and MB stockholders voted upon and approved the Merger in separate special meetings. On February 28, 2014, the Court entered a Stipulated and Agreed Order for Withdrawal of Plaintiffs Motion for a Preliminary Injunction with prejudice. Subsequent to the execution of the MOU, counsel for the Parties engaged in additional discovery to confirm the fairness, adequacy and reasonableness of the terms of the settlement as set forth in the MOU, including additional document discovery and the depositions of a member of TCG Board and a representative of Sandler ONeill. Based on their analysis of publicly available information concerning TCG and the Merger, as well as their analysis of the additional facts made available to them during the course of discovery, Plaintiffs Counsel determined that the proposed settlement as set forth in the MOU was in the best interests of the Class. Based on the analysis by Plaintiffs Counsel, the Plaintiffs confirmed to Defendants that they wished to proceed with the proposed settlement described in the MOU. Following further negotiations, the Parties entered into a Stipulation of Settlement as of July 10, 2014. On July 11, 2014, Plaintiffs submitted the Stipulation to the Court and sought entry of an Order Preliminarily Approving Settlement, Providing for Notice, and Scheduling Settlement Hearing (the Order of Preliminary Approval) providing for, among other things, the issuance of this Notice to the Class, the scheduling of the Settlement Hearing, the provisional certification of the Class, and an injunction against the commencement or prosecution of any action by any member of the Class asserting any of the claims subject to the Settlement. On July 30, 2014, the Court entered the Order of Preliminary Approval.’