NEW YORK, July 27, 2018 (GLOBE NEWSWIRE) -- Gainey McKenna & Egleston announces that a class action lawsuit has been filed against Charter Financial Corporation (“Charter Financial” or the “Company”) (NASDAQ: CHFN) and its board of directors (the “Board”), on behalf of a class consisting of all public stockholders of Charter Financial who have been harmed by Charter Financial in connection with alleged violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (the “1934 Act”).
On April 24, 2018, Charter Financial and CenterState Bank Corporation (“CenterState”) issued a joint press release announcing they had entered into an Agreement and Plan of Merger dated April 24, 2018 (“Merger Agreement”). Pursuant to the terms of the Merger Agreement, each share of Charter Financial common stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive (1) 0.738 shares of CenterState common stock, and (2) $2.30 in cash (the “Merger Consideration”) plus any cash dividends payable with respect to shares of the CenterState common stock that are payable to CenterState shareholders of record as of any date on or after the closing date.
The Complaint alleges that in an attempt to secure stockholder support for the Proposed Transaction, on July 18, 2018, Charter filed a Definitive Proxy Statement on Form DEFM14A (the “Proxy Statement”) with the SEC in connection with the Proposed Transaction. The Proxy Statement, which recommends that Charter Financial stockholders vote in favor of the Proposed Transaction, omits or misrepresents material information concerning, among other things: (1) the Company’s and CenterState’s financial projections, relied upon by Charter’s financial advisor, Sandler O’Neill & Partners, L.P. (“Sandler”), in its financial analyses; (2) the valuation analyses prepared by Sandler in connection with the rendering of its fairness opinion; and (3) the background process leading up to the Proposed Transaction. The failure to adequately disclose such material information constitutes a violation of the above-referenced sections of the Exchange Act, as Charter Financial stockholders need such information to cast a fully-informed vote in connection with the Proposed Transaction.
If you wish to discuss your rights or interests regarding this class action, please contact Thomas J. McKenna, Esq. or Gregory M. Egleston, Esq. of Gainey McKenna & Egleston at (212) 983-1300, or via e-mail at tjmckenna@gme-law.com or gegleston@gme-law.com.
Please visit our website at http://www.gme-law.com for more information about the firm.