BOSTON, July 15, 2013 /PRNewswire/ -- Block & Leviton LLP ( www.blockesq.com), a Boston-based law firm representing investors nationwide, has commenced an investigation into possible breaches of fiduciary duty by the Board of Directors of Taylor Capital Group Inc. ("Taylor" or the "Company") (NASDAQ: TAYC) concerning the proposed acquisition of the Company by MB Financial Inc. ("MB") (NASDAQ: MBFI) in a cash and stock transaction.
Under the terms of the transaction, MB will acquire Taylor for approximately $22.00 per share, representing a value of roughly $680 million. More specifically, each share of Taylor common and nonvoting preferred stock will be converted into the right to receive (1) 0.64318 shares of MB stock and (2) $4.08 in cash. The transaction was announced in conjunction with the Company's second quarter 2013 financial results, whereby Taylor announced both increased revenue as well as a dramatic increase to mortgage banking revenue over its second quarter 2012 results. Currently, shareholders will collect a paltry 23% premium on the previous day's closing price. The transaction appears purposely timed to forestall a surge in the Company's share price, as in less than 90 days, Taylor stock has increased over 30%. The timing of the transaction also eliminates the market's ability to respond to the financial results, announced concurrently with the merger.
Additionally, management is expected to retain roles at MB, as at least two members of the Taylor Board of Directors have secured positions as directors at MB, and Taylor CEO Mark Hoppe will become CEO of MB Financial Bank.Block & Leviton's investigation seeks to determine, among other things, whether Taylor's Directors breached their fiduciary duties by failing to maximize shareholder value in the proposed acquisition by MB and the fairness by which the Taylor Directors considered and approved the transaction.