Lawsuit Overview
June 21, 2013 (Shareholders Foundation) - An investor, who currently holds shares of Stellarone Corp (NASDAQ:STEL), filed a lawsuit in effort to stop the proposed takeover of Stellarone Corp by Union First Market Bankshares Corporation for a value of approximately $19.50 per NASDAQ:STEL share.
The plaintiff alleges that the defendants breaches their fiduciary duties owed to NASDAQ:STEL stockholders by agreeing to sell Stellarone Corp too cheaply via an unfair process.
On June 10, 2013, Union First Market Bankshares Corporation (Nasdaq:UBSH) and StellarOne Corporation (Nasdaq:STEL) announced the signing of a merger agreement, pursuant to which Union First Market Bankshares Corporation will acquire StellarOne Corporation. Under the terms of the agreement, common shareholders of StellarOne will receive 0.9739 shares of Union First Market Bankshares Corporation common stock for each share of StellarOne. This implies a deal value per share of $19.50 or approximately $445.1 million in the aggregate based on Union First Market Bankshares Corporation's closing stock price of $20.02 on June 7, 2013.
However, the plaintiff claims that the offer is too low and undervalues the company. The plaintiff says that the agreement shortchanges shareholders of Stellarone Corp, while benefiting certain officers at Stellarone Corp. Furthermore, Stellarone Corporation’s financial performance improved latetly. For instance, Stellarone Corp reported that its Net Loss of $8.53 million in 2009 turned into a Net Income of $22.16 million in 2012.
On June 21, 2013, NASDAQ:STEL shares closed at $19.19 per share.