Western Alliance Bancorporation (NYSE:WAL) and Western Liberty Bancorp (NASDAQ:WLBC), referred to herein as Western Alliance and Western Liberty, announced today the filing with the Securities and Exchange Commission, or the SEC, and the mailing to Western Liberty stockholders, of a supplement to the proxy statement/prospectus provided to stockholders in connection with the proposed merger of Western Liberty and Western Alliance. The merger is to be voted on by Western Liberty stockholders at a special meeting of Western Liberty stockholders scheduled for 10:00 am on October 17, 2012 at Western Liberty’s headquarters in Las Vegas.
The additional disclosures supplement the disclosure contained in the proxy statement/prospectus filed by Western Liberty and Western Alliance with the SEC on September 12, 2012 and mailed to Western Liberty stockholders, and should be read in conjunction with the disclosures contained in the proxy statement/prospectus, which in turn should be read in its entirety. A copy of the supplement is attached to this press release.
The supplement has been filed in connection with a proposed settlement of a putative class action lawsuit that was filed in the District Court of the State of Nevada, Clark County, on September 21, 2012 by plaintiff David Raul against Western Alliance, Western Liberty and the directors of Western Liberty. The action alleges, among other things, that Western Liberty’s board of directors breached its fiduciary duties in connection with the board of directors’ approval of the proposed merger and that Western Alliance aided and abetted such alleged breach of fiduciary duties. The plaintiff seeks injunctive relief preventing the merger, an order rescinding the proposed merger in the event it is not enjoined, and damages as a result of the alleged actions of the defendants, including attorneys’ and experts’ fees.
The defendants believe this lawsuit is without merit but in order to avoid the costs, risks and uncertainties inherent in litigation and to allow stockholders to vote on the proposal to adopt the merger agreement at the scheduled special meeting, counsel for Western Liberty, Western Alliance and the other defendants have entered into a memorandum of understanding with plaintiffs’ counsel to settle the action subject to court approval. The settlement requires Western Liberty and Western Alliance to provide certain additional disclosures set forth in the supplement to the proxy statement/prospectus, but will not affect the merger consideration to be received by Western Liberty stockholders or the timing of the special meeting of the Western Liberty stockholders scheduled for October 17, 2012. If the Nevada court approves the settlement, the action will be dismissed with prejudice.