Faruqi & Faruqi, LLP Announces Filing of a Class Action Lawsuit Against CommunityOne Bancorp
Notice is hereby given that Faruqi & Faruqi, LLP has filed a class action lawsuit in the United States District Court for the Western District of North Carolina, case no. 5:16-cv-00037, on behalf of shareholders of CommunityOne Bancorp (“CommunityOne” or the “Company”) (NasdaqCM:COB) who held CommunityOne securities on the record date, February 18, 2016, and have been harmed by CommunityOne’s and its board of directors’ (the “Board”) alleged violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) in connection with the proposed sale of the Company to Capital Bank Financial Corp. (“Capital Bank”).
On November 23, 2015, the Company announced it had entered into an Agreement and Plan of Merger (“Merger Agreement”) under which Capital Bank will acquire all of the outstanding shares of CommunityOne (the “Proposed Transaction”).The shareholder vote on the Proposed Transaction is expected to occur on April 18, 2016.
The complaint charges CommunityOne and the Board with violations of Sections 14(a) and 20(a) the Exchange Act.
Pursuant to the terms of the Merger Agreement, which was unanimously approved by the Board, CommunityOne shareholders will either receive (i) $14.25 in cash or (ii) 0.430 shares of Capital Bank Class A common stock. The consideration stipulates that no more than 85% of the outstanding CommunityOne shares will be converted into shares of Capital Bank and no more than 15% of the outstanding CommunityOne shares will be converted into cash. The complaint alleges that the offer is inadequate in light of the Company’s fourth quarter and year end 2015 earnings release, released on January 29, 2016, in which it reported a 16% increase in net income from the 2014 fourth quarter results and a whopping 43% increase from the full year results from 2014.
The complaint alleges that the Form S-4 Registration/Joint Proxy Statement (“S-4”) filed with the Securities and Exchange Commission (“SEC”) on December 21, 2015 provides materially incomplete and misleading information about the Company and the Proposed Transaction, in violation of Sections 14(a) and 20(a) of the Exchange Act. The S-4 fails to provide CommunityOne’s shareholders with material information concerning the financial and procedural fairness of the Proposed Transaction.
Furthermore, according to the complaint, the Merger Agreement includes strict “standstill” and “no-shop” provisions, a “no solicitation” provision, and a $14 million termination fee which essentially ensure that a superior bidder will not emerge, as any potential suitor will undoubtedly be deterred from expending the time, cost, and effort of making a superior proposal while knowing that Capital Bank can easily foreclose a competing bid.
If you wish to serve as lead plaintiff, you must move the Court no later than 60 days from today. Any member of the putative class may move the Court to serve as lead plaintiff through counsel of their choice, or may choose to do nothing and remain an absent class member. If you wish to discuss this action, or have any questions concerning this notice or your rights or interests, please fill out the form below or contact Juan Monteverde, Esq. either via e-mail at firstname.lastname@example.org or by telephone at (877) 247-4292 or (212) 983-9330.
Please tell us about yourself by completing the form below and we will provide you with additional
information at no cost to you on how to join the Class Action.
* The submission of this form does not create an attorney-client relationship.
Faruqi & Faruqi, LLP
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New York, NY 10017
Tel: (212) 983-9330
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