Investigation Overview
An investor, who currently holds shares of TCF Financial Corporation (NYSE: TCF), filed a lawsuit against the takeover of TCF Financial Corporation.
The plaintiff alleges that the defendants breached their fiduciary duties owed to NYSE: TCF stockholders by agreeing to sell TCF Financial Corporation cheaply via an unfair process.
Wayzata, MN based TCF Financial Corporation operates as the holding company for TCF National Bank that provides various financial products and services in the United States and Canada. On January 28, 2019, Chemical Financial Corporation (NASDAQ: CHFC) and TCF Financial Corporation (NYSE: TCF) announced the signing of an agreement under which the companies will combine in an all-stock merger of equals transaction. Under the terms of the transaction, TCF Financial Corporation (NYSE: TCF) shareholders will receive 0.5081 shares of Chemical common stock for each share of TCF Financial Corporation (NYSE: TCF) common stock they own; this represents a value of approximately $21.58 per share.
However, plaintiff claims that the proposed consideration NYSE: TCF shareholders will receive is grossly inadequate and undervalues TCF Financial Corporation. Indeed, at least one analyst has set the high target price for NYSE: TCF shares at $26.00 per share. TCF Financial Corporation reported that its annual Total Revenue rose from over $1.3 billion in 2017 to over $1.41 billion in 2018 and that its $268.63 million in 2017 to $304.35 million in 2018. In addition, the plaintiff alleges that the process is also unfair NYSE: TCF stockholders.