NEW YORK, March 18, 2016 /PRNewswire/ -- 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.
If you wish to obtain information concerning this action or
view a copy of the complaint, you can do so by clicking here:
www.faruqilaw.com/COBnotice.
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.
Take Action
Plaintiff is represented by Faruqi & Faruqi, LLP, a law firm
with extensive experience in prosecuting class actions, and
significant expertise in actions involving corporate fraud.
Faruqi & Faruqi, LLP, was founded in 1995 and the firm
maintains its principal office in New
York City, with offices in Delaware, California, and Pennsylvania.
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 contact:
Juan E. Monteverde, Esq.
FARUQI & FARUQI, LLP
685 Third Avenue, 26th Floor
New York, NY 10017
Telephone: (877) 247-4292 or (212) 983-9330
E-mail: jmonteverde@faruqilaw.com
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SOURCE Faruqi & Faruqi, LLP