Newman Ferrara LLP has begun an investigation into potential claims against the board of directors of Citizens Republic Bancorp, Inc. (“Citizens”) (Nasdaq: CRBC) concerning the proposed acquisition of Citizens by FirstMerit Corporation (“FirsMerit”) (Nasdaq: FMER).
On September 13, 2012, Citizens announced that it had entered into a definitive agreement to be acquired by FirstMerit in a stock-for-stock deal valued at approximately $952 million. Under the terms of the agreement, Citizens’ shareholders will receive a fixed 1.37 shares of FirstMerit common stock in exchange for each share of Citizens stock owned. Based on FirstMerit’s average ten-day closing price ended September 12, 2012, the proposed acquisition would provide Citizens’ shareholders with $22.50 per share of Citizens stock owned.
However, $22.50 per share would offer Citizens’ shareholders a premium of only 11% on Citizens’ stock price based on its average closing price during the ten-days ended September 12, 2012. Over the last year, Citizens’ stock price has steadily increased by approximately 74%. The $22.50 per share consideration offers even less value to Citizens’ shareholders than Citizens’ reported tangible book value (an estimate of the company’s worth to shareholders) of $24.97 per share at June 30, 2012.
Citizens’ Board of Directors has unanimously approved the proposed merger agreement which is expected to close during the second quarter of 2013. Pursuant to the agreement, two members of Citizens’ board of directors will be appointed to FirstMerit’s board of directors.
Newman Ferrara LLP’s investigation concerns whether Citizens’ Board of Directors has breached its fiduciary duties to act in the best interests of Citizens’ shareholders and to take all necessary steps to ensure that Citizens’ shareholders receive the maximum value readily available for their shares of Citizens common stock.
Concerned investors are encouraged to contact Newman Ferrara attorney Roy Shimon at (212) 619-5400 or
to discuss this investigation, their rights, or potential remedies.
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