Milberg is investigating whether Talmer Bancorp, Inc.'s (TLMR) Board of Directors maximized shareholder value in connection with the proposed acquisition of Talmer by Chemical Financial Corporation

Feb 01, 2016, 10:59 ET from Milberg LLP

NEW YORK, Feb 1, 2016 /PRNewswire/ -- Milberg LLP is investigating possible breaches of fiduciary duty and other violations of law by the Board of Directors of Talmer Bancorp, Inc. ("Talmer" or the "Company") (Nasdaq: TLMR) in connection with the proposed acquisition of the Company by Chemical Financial Corporation ("Chemical"). On January 26, 2016, Talmer and Chemical jointly announced the proposed acquisition of Talmer, pursuant to which Talmer stockholders will receive 0.4725 shares of Chemical and $1.61 in cash for each share of Talmer stock they own, representing total consideration of $15.64 per share. Upon completion of the transaction, Talmer stockholders will own only 45% of the newly combined company. Milberg is investigating the Talmer Board of Directors' decision to sell Talmer and whether Talmer stockholders will obtain their fair and proportionate share of the Company's value, reflected by its continued success and future growth prospects.

Milberg is investigating, among other things, whether Talmer's Board of Directors acted properly to maximize shareholder value prior to and in connection with entering into the agreement, including whether Talmer favored Chemical over all other potential buyers when it decided to forgo conducting an adequate sales process, which could have resulted in a higher bid for the Company. Notably, the offer price for Chemical's acquisition of Talmer provides no premium to the Company's January 25, 2016 closing price of $16.00 per share; in fact, Talmer's January 25, 2016 closing price is $0.36 higher than the offer price. Several analysts have voiced strong opposition to the deal, including a Duetsche Bank analyst who commented that "(i)t's a great deal for Chemical shareholders and not a good deal for Talmer shareholders."

If you own Talmer shares and would like more information about your rights or our investigation, you may contact the Milberg attorneys listed below.

Milberg LLP Kent A. Bronson Arvind Khurana 212-594-5300 kbronson@milberg.com akhurana@milberg.com

SOURCE Milberg LLP



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