Rigrodsky & Long, P.A.:
Rigrodsky & Long, P.A.
- Do you own shares of San Diego Trust Bank (OTC QB: SDBK )?
- Did you purchase any of your shares prior to March 6, 2013?
- Do you think the proposed buyout price is too low?
- Do you want to discuss your rights?
announces that it is investigating potential legal claims against the board of directors of San Diego Trust Bank (“San Diego Trust” or the “Company”) (OTC QB:
) regarding possible breaches of fiduciary duties and other violations of law related to the Company’s entry into an agreement to be acquired by Pacific Premier Bancorp, Inc. (“Pacific Premier”) (NASDAQ GM:
) in a transaction valued at approximately $30.6 million.
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Under the terms of the proposal, public shareholders of San Diego Trust will have a choice between electing to receive $13.41 per share in cash or 1.114x shares of Pacific Premier common stock for each share of San Diego Trust or a combination there, subject to the overall requirement that 50% of the consideration will be in the form of cash and 50% will be in the form of Pacific Premier stock. The number of shares of Pacific Premier common stock to be issued to San Diego Trust shareholders is based on a fixed exchange ratio provided that Pacific Premier’s stock price remains between $10.83 and $13.24 as measure by the 10-day average closing price immediately prior to closing of the transaction. The value of the stock portion of consideration will fluctuate based on the value of Pacific Premier common stock. To the extent the average closing price of Pacific Premier common stock is outside this price range for Pacific Premier common stock, then the exchange ratio will adjust to reflect the increase or decrease of Pacific Premier common stock that is outside of this range.