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Boston Private Financial Holdings (BPFH) Proxy Statement Omissions Lawsuit

Boston Private Financial Holdings, Inc. has been considering a transaction in which SVB Financial Group would acquire it. However, the complaint for this class action alleges that the Definitive Proxy Statement filed with the Securities and Exchange Commission (SEC) “omits or misrepresents material information” about certain matters. The complaint claims the Proxy Statement therefore violates Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 14a-9.

Boston Private and SVB announced they had entered into an Agreement and Plan of Merger on January 4, 2021. The agreement involved SVB’s purchase of Boston Private for approximately $900 million. Under the deal, Boston Private stockholders would receive (1) 0.0228 shares of SVB common stock plus (2) $2.10 in cash for each share of Boston Private that they owned.

Boston Private filed a Schedule 14A Definitive Proxy Statement on March 18, 2021. This document was intended to provide information to shareholders and ask them to approve the merger. The complaint alleges that this document omits or misrepresents certain information about the transaction.

The omissions include (1) the projections for both Boston Private and SVB, along with the respective “data and inputs underlying the financial valuation analyses that support the fairness opinion provided by the Company’s financial advisor, Morgan Stanley” and (2) the background of the proposed transaction.

In the first instance, the complaint claims, the Proxy Statement does not provide information on such things as “the assumptions underlying the Company’s forecasts reviewed by the Board at its September 30, 2020 meeting and the specific assumptions underlying the alternative hypothetical scenarios which assumed Boston Private’s business performed significantly better or worse.” Similarly, it doesn’t explain “the assumptions underlying the Company’s revised forecasts” that were reviewed later. The complaint also covers a number of other kinds of information that it says are missing.

As to the background of the transaction, the complaint claims the information omitted “include[es] whether any potential counterparties entered into nondisclosure agreements with Boston Private containing standstill restrictions, and, if so, whether they include ‘don’t-ask, don’t-waive’ (‘DADW’) standstill provisions that are presently precluding any of these potential buyers from submitting a topping bid for the Company.”

The missing information, the complaint alleges, prevents shareholders from determining whether they can trust the analyses provided in the Proxy Statement an whether they should vote to approve the merger or not.

Although the issues presented in the complaint are presented from the point of view of the shareholders as a group, no class has been specifically defined.

Article Type: Lawsuit
Topic: Securities

Most Recent Case Event

Boston Private Financial Holdings Proxy Statement Omissions Lawsuit

April 12, 2021

Boston Private Financial Holdings, Inc. has been considering a transaction in which SVB Financial Group would acquire it. However, the complaint for this class action alleges that the Definitive Proxy Statement filed with the Securities and Exchange Commission (SEC) “omits or misrepresents material information” about certain matters. The complaint claims the Proxy Statement therefore violates Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 14a-9.

Boston Private Financial Holdings Proxy Statement Omissions Lawsuit

Case Event History

Boston Private Financial Holdings Proxy Statement Omissions Lawsuit

April 12, 2021

Boston Private Financial Holdings, Inc. has been considering a transaction in which SVB Financial Group would acquire it. However, the complaint for this class action alleges that the Definitive Proxy Statement filed with the Securities and Exchange Commission (SEC) “omits or misrepresents material information” about certain matters. The complaint claims the Proxy Statement therefore violates Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 14a-9.

Boston Private Financial Holdings Proxy Statement Omissions Lawsuit
Tags: Mergers or Acquisitions, Proxy Statement, Securities