February 2, 2016 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Talmer Bancorp Inc (NASDAQ:TLMR), was announced concerning whether the takeover of Talmer Bancorp Inc. by Chemical Financial Corporation is unfair to NASDAQ:TLMR stockholders.

The investigation by a law firm concerns whether certain officers and directors of Talmer Bancorp Inc breached their fiduciary duties owed to NASDAQ:TLMR investors in connection with the proposed acquisition.

On January 26, 2016, the boards of directors of Chemical Financial Corporation (Nasdaq:CHFC), the holding company for Chemical Bank, and Talmer Bancorp, Inc. (Nasdaq:TLMR), the holding company for Talmer Bank and Trust, announced the execution of an agreement for Chemical Financial Corporation to partner with Talmer Bancorp, Inc. in a cash and common stock merger transaction valued at approximately $1.1 billion. Under the terms of the agreement, Chemical Bank will acquire all of the outstanding shares of Talmer common stock for common stock and cash in a transaction currently valued at approximately $1.1 billion, or $15.64 per share, based on the closing price of Chemical of $29.70 per share as of January 25, 2016. Talmer shareholders will receive 0.4725 shares of Chemical common stock and $1.61 per share in cash.

However, given that at least one analyst has set the high target price for NASDAQ:TLMR shares at $21.00 per share and given that NASDAQ:TLMR shares traded as recently as late December as high as $18.71 per share, the investigation concerns whether the offer is unfair to NASDAQ:TLMR stockholders. More specifically, the investigation concerns whether the Talmer Bancorp Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.