Oct. 10, 2013
Shareholder rights attorneys
at Robbins Arroyo LLP are investigating the acquisition of Camco Financial Corporation (NASDAQ: CAFI) by Huntington Bancshares Incorporated (NASDAQ: HBAN).
Learn more about our investigation on our Shareholder Rights Blog:
October 10, 2013
, Huntington and Camco jointly announced the signing of a definitive merger agreement under which Huntington will acquire Camco in a cash and stock transaction. Under the terms of the agreement, Camco shareholders will receive 0.7264 shares of Huntington common stock, or
in cash, for each share of common stock, subject to proration provisions specified in the merger agreement that provide for a targeted aggregate split of total consideration of 80% common stock and 20% cash. The boards of both companies have unanimously approved the merger agreement. The transaction is expected to close in the first half of 2014.
Is the Merger Best for Camco and Its Shareholders?
Robbins Arroyo LLP's investigation focuses on whether the board of directors at Camco is undertaking a fair process to obtain maximum value and adequately compensate Camco shareholders in the merger. As an initial matter, the
consideration represents a one month premium of only 44.93% based on Camco's closing price on
, 2013. That premium is well below the average one month premium of over 56% for comparable transactions in the last three years.
Moreover, Camco is currently experiencing success and growth in its business prospects, as indicated in its
July 29, 2013
press release, announcing the company's financial results for its second quarter of 2013, reporting record earnings, core deposits, and noninterest income. In particular, Camco reported:
- record net earnings of $6.2 million, or $0.42 per diluted share for the quarter, an increase of 1140% in dollar value of the net increase and an increase of 600% per diluted share over the same quarter in 2012.
- core deposits of $325.2 million for the quarter, an increase of 6% compared to the same quarter in 2012.
- noninterest income of $2.1 million, an increase of 23% compared to the same quarter in 2012.
In announcing these results,
James E. Huston
, President and CEO of Camco, stated: "Our second quarter performance reflects additional progress related to plans we are implementing to further improve asset quality, increase core deposits and pursue high quality, profitable loans and investments. … We look forward to realizing further achievements during the second half of this year as we continue to pursue these growth plans."
Given these facts, Robbins Arroyo LLP is examining Camco's board of directors' decision to sell the company to Huntington now rather than allow shareholders to continue to participate in the company's continued success and future growth prospects, and whether they are seeking to benefit themselves.