We are investigating the Board of Directors of FirstMerit for possible breaches of fiduciary duty and other violations of state law in connection with the sale of FirstMerit to Huntington.
FirstMerit long-term financial outlook is improving and yet FirstMerit shareholders will receive only 1.72 shares of Huntington common stock and $5.00 per share in cash. Huntington is well aware of FirstMerit’s improving financial metrics and is purchasing FirstMerit at a substantial discount. The merger agreement unreasonably limits prospective bids for FirstMerit by (i) prohibiting solicitation of further bids, and (ii) imposing a termination penalty should FirstMerit receive and accept a superior bid. FirstMerit insiders, their affiliates and other majority shareholders own significant voting stock, and will receive millions of dollars as part of change of control arrangements, and therefore can unduly influence a sale of FirstMerit not in the best interests of non-insiders. Our investigation centers on the conduct of FirstMerit Board of Directors, who have unanimously approved the transaction, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for FirstMerit given its current financial condition and prospects.