Robbins Geller Rudman & Dowd LLP Files Class Action Suit Against Talmer Bancorp, Inc.

News provided by

Jun 17, 2016, 01:48 ET

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 [email protected]. 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.

https://www.linkedin.com/company/rgrdlaw
https://twitter.com/rgrdlaw
https://www.facebook.com/rgrdlaw
https://plus.google.com/+Rgrdlaw/posts

Logo - http://photos.prnewswire.com/prnh/20150415/198876LOGO

SOURCE Robbins Geller Rudman & Dowd LLP