and ROSEMONT, Ill.,
July 15, 2013
Shareholder rights attorneys
at Robbins Arroyo LLP are investigating the acquisition of Taylor Capital Group, Inc. (NASDAQ: TAYC) ("Taylor Capital"), the parent company of
Cole Taylor Bank
, by MB Financial, Inc. (NASDAQ: MBFI) ("MB Financial"). On
July 15, 2013
, the two companies announced a definitive merger agreement in which Taylor Capital common stock and non-voting preferred stock will be converted into the right to receive 0.64318 shares of MB Financial common stock and
in cash, for total consideration of
Is the Acquisition Best for Taylor Capital and Its Shareholders?
Robbins Arroyo LLP's investigation focuses on whether the board of directors at Taylor Capital is undertaking a fair process to obtain maximum value and adequately compensate its shareholders in the merger, or whether they are seeking to benefit themselves.
As an initial matter, Robbins Arroyo notes that the company announced the merger and its financial results for the second quarter of its fiscal year 2013 simultaneously. Taylor Capital's results showed strong gains in both revenue and net income. For the quarter, the company reported an increase in revenue of 33.6%, or
, from the second quarter 2012. Also, the company's reported net income rose 9.9% to
, compared to the same quarter 2012. For the quarter, Taylor Capital exceeded analyst earnings per share expectations for the sixth time in the past nine quarters and analyst net income expectations for the seventh time in the last nine quarters. In announcing the company's quarterly results, Taylor Capital's President and CEO,
commented, "Our results for the second quarter of 2013 were outstanding and reflect sustained progress throughout the Bank."
Further, upon the closing of the merger, Mr. Hoppe will become president and CEO at a MB Financial subsidiary, MB Financial Bank. In addition, two current Taylor Capital board members will join the MB Financial board of directors.