Roma Financial Corp
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Roma Financial Corp. Securities Settlement
The lawsuit was settled for additional disclosures in the proxy statement mailed to shareholders. The follwoing is a summary of the proceedings in this lawsuit: ‘On December 19, 2012, Roma and Investors Bancorp, Inc. (Investors) announced that they had entered into an Agreement and Plan of Merger (the Merger Agreement), dated as of December 19, 2012, pursuant to which Roma will be merged with and into Investors, and each share of Roma common stock will be converted into the right to receive 0.8653 shares of Investors common stock (the Merger). On January 3, 2013, Plaintiff filed the Stockholder Action against Roma, Peter Inverso, Michele Siekerka, Alfred DeBlasio, Jr., Thomas Bracken, Robert Albanese, William Walsh, Jr., Dennis Bone, Robert Rosen and Jeffery Taylor (Inverso through Taylor, collectively, the Roma Directors), Roma Financial Corporation, MHC (Roma MHC), Roma Bank (Roma Bank) (collectively, the Roma Defendants), and Investors, Investors Bancorp MHC (Investors MHC), and Investors Bank (Investors Bank) (collectively, the Investors Defendants) (the Roma Defendants and the Investors Defendants collectively, the Defendants), in the Court, alleging, among other things, that the Roma Directors breached their fiduciary duties to shareholders by agreeing to sell Roma for inadequate consideration pursuant to a flawed sales process and that the Investors Defendants aided and abetted such breaches. On March 13, 2013, Investors filed a Form S-4 Registration Statement with the U.S. Securities and Exchange Commission (the SEC) in connection with the Merger (the Registration Statement). On March 27, 2013, Plaintiff filed an Amended Class Action Complaint (the Complaint) asserting additional claims that the Roma Defendants breached their fiduciary duties by disseminating a materially incomplete and misleading Registration Statement to shareholders that failed to provide them with material information concerning the Merger, and that the Investors Defendants aided and abetted such breaches, and seeking, among other things, an order enjoining consummation of the Merger. Prior to April 25, 2013, Plaintiff counsel from the law firm of Levi & Korsinsky LLP (Plaintiff Counsel) engaged and consulted with financial experts in reviewing and analyzing the facts and claims involved in this matter and conducted a detailed review of internal, non-public documents from Roma, including, among other things, board presentation materials and analyses prepared by Roma financial advisor, Sandler ONeill & Partners, L.P. (Sandler). On April 25, 2013, after extensive arm length negotiations, the parties reached an agreement-inprinciple to settle the Stockholder Action and executed a Memorandum of Understanding (the MOU) containing the terms of that agreement-in-principle. Among other things, the MOU set forth the Parties agreement-in-principle that, in consideration for the full and final settlement and dismissal with prejudice of the Stockholder Action and the release of any and all Released Claims (as defined below), Roma and Investors would make additional disclosures (the Supplemental Disclosures, which were attached to the MOU as Exhibit A), to be included in the Joint Proxy Statement/Prospectus to be filed with the SEC and mailed to Roma shareholders. Roma made the Supplemental Disclosures in the Joint Proxy Statement/Prospectus and filed the Joint Proxy Statement/Prospectus with the SEC on April 26, 2013 and mailed same to Roma shareholders on April 29, 2013. The Supplemental Disclosures were mailed and filed in sufficient time to permit Roma shareholders to review the Supplemental Disclosures and consider that information in connection with voting on the Merger. The Supplemental Disclosures are viewable, as filed, on the website of the United States Securities and Exchange Commission at the following URL: http://www.sec.gov/Archives/edgar/data/1355823/000119312513182065/d523608ddef14a.htm Following the execution of the MOU, Plaintiff conducted additional discovery to confirm the fairness and reasonableness of the settlement. That confirmatory discovery included (i) the deposition of Michele Siekerka, the Chair of Roma Board of Directors; (ii) the deposition of Peter Inverso, Chief Executive Officer and member of the Board of Directors of Roma; and (iii) the deposition of Catherine Lawton, a Principal of Sandler. On May 30, 2013, at a special shareholder meeting of Roma shareholders, Roma shareholders voted to approve the Merger. On May 30, 2013, at a special shareholder meeting of Investors shareholders, Investors shareholders voted to approve the Merger. The Merger has closed.’