SAN DIEGO, June 17, 2016 /PRNewswire/ -- Robbins Geller
Rudman & Dowd LLP ("Robbins Geller")
(http://www.rgrdlaw.com/cases/talmer/) today announced that a class
action has been commenced by an institutional investor on behalf of
holders of Talmer Bancorp, Inc. ("Talmer") (NASDAQ:TLMR) common
stock on January 26, 2016, in
connection with the proposed acquisition of Talmer by Chemical
Financial Corporation ("Chemical"). This action was filed in
the Eastern District of Michigan
and is captioned City of Livonia Employees' Retirement System v.
Talmer Bancorp, Inc., et al., No. 16-cv-12229-MAG-SDD.
If you wish to serve as lead plaintiff, you must move the Court
no later than 60 days from today. If you wish to discuss this
action or have any questions concerning this notice or your rights
or interests, please contact plaintiff's counsel, Darren Robbins of
Robbins Geller at 800/449-4900 or 619/231-1058, or via e-mail at
djr@rgrdlaw.com. If you are a member of this class, you can
view a copy of the complaint as filed or join this class action
online at http://www.rgrdlaw.com/cases/talmer/. 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.
The complaint charges Talmer, its Board of Directors (the
"Board") and Chemical with violations of the Securities Exchange
Act of 1934 ("1934 Act"). Talmer is the holding company for
Talmer Bank and Trust.
On January 25, 2016, Talmer
entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Chemical. Pursuant to the Merger Agreement,
Chemical will acquire Talmer by purchasing all of the Company's
outstanding shares at a purchase price of just 0.4725 of a share of
Chemical common stock and $1.61 in
cash for each share of Talmer common stock (the
"Proposed Acquisition"). Following the consummation of
the Proposed Acquisition, Talmer will be merged with and into
Chemical, with Chemical as the surviving corporation.
The complaint alleges that in an attempt to secure shareholder
support for the Proposed Acquisition, on March 31, 2016, defendants caused Talmer and
Chemical to file a Joint Preliminary Prospectus/Joint Proxy
Statement on Form S-4 (the "Proxy"). The Proxy, which
recommends that Talmer stockholders vote in favor of the Proposed
Acquisition, omits and/or misrepresents material information
necessary to enable shareholders to make an informed decision on
how to vote on the Proposed Acquisition, including material
information about the unfair sales process, conflicts of interest
that corrupted the sales process, the unfair consideration offered
in the Proposed Acquisition, the actual intrinsic value of the
Company on a stand-alone basis and as to be acquired by Chemical,
and the data, inputs and assumptions the Company's and Chemical's
financial advisors employed in their fairness analyses.
Plaintiff seeks injunctive and equitable relief and damages on
behalf of holders of Talmer common stock on January 26, 2016. The plaintiff is
represented by Robbins Geller, which has extensive experience in
prosecuting investor class actions including actions involving
financial fraud.
Robbins Geller is widely recognized as one of the leading law
firms advising U.S. and international institutional investors in
securities litigation and portfolio monitoring. With 200
lawyers in 10 offices, Robbins Geller has obtained many of the
largest securities class action recoveries in history and was
ranked first in both the total amount and number of shareholder
class action recoveries in ISS's SCAS Top 50 Report for the last
two years. Robbins Geller attorneys have shaped the law in
the areas of securities litigation and shareholder rights and have
recovered tens of billions of dollars on behalf of the Firm's
clients. Robbins Geller not only secures recoveries for
defrauded investors, it also strives to implement corporate
governance reforms, helping to improve the financial markets for
investors worldwide. Please visit
rgrdlaw.com/cases/talmer/ for more information.
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SOURCE Robbins Geller Rudman & Dowd LLP