Shareholders Challenge Wolverine Merger with Horizon Bancorp

(CN) - A shareholder class action seeks to block the acquisition of regional Midwest bank Wolverine Bancorp by Horizon Bancorp, claiming the bank's proxy statement filed with the Securities and Exchange Commission is misleading.

Shareholder Paul Parshall filed a class action against Midland, Mich.-based Wolverine Bancorp over its proposed merger with Horizon Bancorp.

Under the terms of the deal, Horizon will pay Wolverine shareholders $14 in cash plus 1.0152 in Horizon stock per Wolverine share, for a combined value of $41.92 per share.

But Parshall says Wolverine's proxy statement filed with the SEC about the merger is false and misleading.

"The proxy statement fails to disclose Horizon's long-term financial projections, which are important to stockholders who have to decide whether to accept the mostly-stock merger consideration," Parshall says.

In addition, the proxy statement fails to disclose the value of synergies Wolverine and Horizon expect will result from the merger, even though Wolverine's board cited the expected syneries as a motivation for accepting Horizon's offer.

"Stockholders are entitled to understand this information to determine whether they are receiving a fair price for their shares," the complaint asserts.

Parshall seeks an injunction against the closure of the proposed transaction, unless Wolverine issues a new proxy statement correcting the alleged omissions.

He is represented by Donald J. Enright with Levi & Korsinky in Washington D.C., with of counsel Brian D. Long with Rigrodysky & Long in Wilmington, Delaware.

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