Premara Financial’s sole business is being the holding company for Carolina Premier Bank. In the proposed merger disclosed on July 21, 2017, Premara would merge into Select Bancorp and Carolina Bank would merge into Select Bancorp subsidiary Select Bank &Trust Company, with the Select entities surviving the merger. On September 27, 2017, a Form S-4 Registration Statement for the transaction was filed with the Securities and Exchange Commission (SEC), but the complaint for this class action alleges that too much information has been omitted for shareholders to assess the transaction before voting on it.
The class for this action is all public stockholders of Premara Financial.
The complaint alleges that the S-4 omits a variety of information. First, it omits any financial projections for Premara, Select, or the combined company as wells as much important information about the basis for the valuations performed by Premara’s financial advisor for the transaction, Boenning & Scattergood. The complaint claims this renders the “Opinion of Premara’s Financial Advisor” false and misleading.
Second, the S-4 does not discuss the potential conflicts of interest of Boenning, which the complaint claims renders the sections “Opinion of Premara’s Financial Advisor” and “Background of the Merger” false and misleading.
Third, the S-4 omits information about the background of the transaction, such as the process the directors used in deciding to support the proposed transaction and the directors’ potential conflicts of interest. The complaint also alleges that the S-4 gives insufficient information about discussions with all twenty-two companies who were interested in acquiring Premara, including the terms of their confidentiality statements and their offers. All of this, the complaint claims, renders the sections “Background of the Merger” and “Premara’s Directors and Officers Have Interests in the Merger” false and misleading.
The lack of so much information, the complaint alleges, does not allow shareholders to properly assess the proposed transaction so that they can provide an informed vote on it. It makes the S-4 Registration Statement inadequate, the complaint says, in violation of the Securities Exchange Act of 1934.
The complaint therefore asks that the court forbid the defendants from completing the proposed transaction or, if it has been completed, that the court rescind it and set it aside; that the defendants be required to submit a proper S-4 Registration Statement that states all material facts, so as not to be misleading; and that the court award the plaintiffs in this action attorneys’ fees and other costs.
Article Type: LawsuitTopic: Securities
Most Recent Case Event
Premara Financial Omissions in S-4 Registration Statement Complaint
October 12, 2017
Premara Financial’s sole business is being the holding company for Carolina Premier Bank. In the proposed merger disclosed on July 21, 2017, Premara would merge into Select Bancorp and Carolina Bank would merge into Select Bancorp subsidiary Select Bank &Trust Company, with the Select entities surviving the merger. On September 27, 2017, a Form S-4 Registration Statement for the transaction was filed with the Securities and Exchange Commission (SEC), but the complaint for this class action alleges that too much information has been omitted for shareholders to assess the transaction before voting on it.
premara_financial_merger_complaint.pdfCase Event History
Premara Financial Omissions in S-4 Registration Statement Complaint
October 12, 2017
Premara Financial’s sole business is being the holding company for Carolina Premier Bank. In the proposed merger disclosed on July 21, 2017, Premara would merge into Select Bancorp and Carolina Bank would merge into Select Bancorp subsidiary Select Bank &Trust Company, with the Select entities surviving the merger. On September 27, 2017, a Form S-4 Registration Statement for the transaction was filed with the Securities and Exchange Commission (SEC), but the complaint for this class action alleges that too much information has been omitted for shareholders to assess the transaction before voting on it.
premara_financial_merger_complaint.pdf