Lawsuit Overview
December 19, 2019 - The case was voluntarily dismissed.
October 18, 2019 - An investor, who currently holds shares of United Community Financial Corp. (NASDAQ: UCFC), filed a lawsuit against the takeover of United Community Financial Corp. The plaintiff alleges that the defendants breached their fiduciary duties owed to NASDAQ: UCFC stockholders by agreeing to sell United Community Financial Corp cheaply via an unfair process.
Youngstown, OH based United Community Financial Corp. operates as the holding company for Home Savings Bank that provides consumer and business banking services.
On September 9, 2019, First Defiance Financial Corp (Nasdaq: FDEF) and United Community Financial Corp. (Nasdaq: UCFC) announced the signing of a merger agreement under which United Community will merge into First Defiance in a stock-for-stock transaction. Under the terms of the merger agreement, shareholders of United Community will receive 0.3715 shares of First Defiance common stock for each share of United Community common stock. Based upon a closing price for First Defiance as of September 6, 2019 of $26.32, investor in NASDAQ: UCFC shares will receive a value of approximately $9.77 per share. However, the plaintiff alleges that , in an attempt to secure shareholder support for the Proposed Transaction, defendants issued materially incomplete disclosures in a Form S-4 Registration Statement (the Registration Statement ) filed with the United States Securities and Exchange Commission.
The Complaint alleges that the Registration Statement omits material information with respect to, among other things, the Company's and First Defiance's financial projections and the analyses performed by United Community's financial advisor. The Complaint seeks injunctive and equitable relief and damages on behalf of holders of United Community common stock. United Community Financial Corp. reported that its annual Total Revenue rose from $103.29 million in 2017 to $112.65 million in 2018 and that its Net Income increased from $21.78 million in 2017 to $37.17 million in 2018. Shares of United Community Financial Corp. (NASDAQ: UCFC) reached on September 19, 2019, as high as $10.98 per share.