Newman Ferrara LLP has begun an investigation into potential claims against the board of directors of Hudson City Bancorp, Inc. (“Hudson City”) (Nasdaq: HCBK) concerning the proposed acquisition of Hudson City by M&T Bank Corporation (“M&T”) (NYSE: MTB).
On August 27, 2012, Hudson City announced that it had entered into an agreement and plan of merger to be acquired by M&T. Under the merger agreement, Hudson City shareholders will receive consideration valued at 0.08403 of a share of M&T common stock, in the form of either cash or M&T common stock, per share of Hudson City common stock owned. The proposed merger values Hudson City at $7.22 per share, which constitutes only 80% of Hudson City’s reported June 30 tangible book value of $9.08 per share. In addition, Hudson City common stock has traded at above the merger’s consideration value as recently as April 4, 2012 when it traded at $7.27 per share.
Hudson City’s Board of Directors has unanimously approved the merger agreement without having first conducted an auction for the sale of Hudson City on the open market. Hudson City’s Chief Executive Officer and Chairman of its Board of Directors, Ronald Hermance, acknowledged that the Board’s acceptance of M&T’s offer was not part of a competitive bidding process. At the same time, however, it was negotiated that Ronal Hermance will be appointed to the boards of directors of M&T and its principal banking subsidiary, M&T Bank, should the merger be completed.
Newman Ferrara LLP’s investigation concerns whether Hudson City’s Board of Directors has breached its fiduciary duties to act in the best interests of Hudson City’s shareholders and to take all necessary steps to ensure that Hudson City’s shareholders receive the maximum value readily available for their shares of Hudson City common stock.Concerned investors are encouraged to contact Newman Ferrara attorney Roy Shimon at (212) 619-5400 or email@example.com to discuss this investigation, their rights, or potential remedies. Newman Ferrara maintains a multifaceted practice based in New York City with attorneys specializing in complex commercial and multi-party litigation, securities fraud and shareholder litigation, consumer protection, civil rights, and real estate. For more information, please visit the firm website at www.nfllp.com. CONTACT:Newman Ferrara LLPAttorney:Roy Shimon1250 Broadway, 27 th Fl.New York, NY 10001 firstname.lastname@example.orgTel. 212.619.5400