Faruqi & Faruqi, LLP’s national practice focuses on complex civil litigation. The firm practices in the areas of Securities, Merger & Transactional, Shareholder Derivative, Antitrust, Consumer Class Action, and Wage & Hour litigation.
Tuesday, January 19, 2016
Faruqi & Faruqi Case: First Niagara Financial Group, Inc.
On October 30, 2015, the Company entered into a definitive merger agreement (“Merger Agreement”) under which KeyCorp. will acquire all of the outstanding units of First Niagara. The unit-for-unit transaction is valued at approximately $4.1 billion. The transaction and vote are expected to occur in the third quarter of 2016.
The complaint charges First Niagara, its Board of Directors, and affiliated corporate entities and individuals with violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”).
Pursuant to the terms of the Merger Agreement, which was unanimously approved by the Company’s Board of Directors, First Niagara unitholders will receive $2.30 in cash and 0.68 shares of KeyCorp common stock for each unit of First Niagara they own. On October 29, 2015, this per share consideration was valued at $11.40 per share. The complaint alleges that the merger consideration fails to adequately value the Company's recent financial performance, is well below analyst estimates, and fails to adequately compensate shareholders for the synergies that KeyCorp. will enjoy from the transaction.
Furthermore, according to the complaint, the Merger Agreement includes a non-solicitation provision, an information rights provision, and a $137.5 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.
The complaint also alleges that the preliminary proxy statement (the “Proxy”), filed as part of its Form S-4 Registration Statement with the Securities and Exchange Commission (“SEC”) on November 30, 2015, provided materially incomplete and misleading disclosures, thereby violating Sections 14(a) and 20(a) of the Exchange Act. The Proxy denies First Niagara’s unitholders material information concerning the financial and procedural fairness of the Merger.
If you wish to serve as lead plaintiff, you must move the Court no later than March 19, 2016. 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 Monteverde, Esq. either via e-mail at firstname.lastname@example.org or by telephone at (877) 247-4292 or (212) 983-9330..