Sun Bancorp

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We are investigating the Board of Directors of Sun Bancorp. for possible breaches of fiduciary duty and other violations of New Jersey law in connection with the sale of Sun to OceanFirst.

We sre alleging that Sun’s long-term financial outlook is improving and yet Sun shareholders will receive the equivalent of $25.27 per Sun common share or approximately $487 million in the aggregate.  OceanFirst is well aware of Sun’s improving financial metrics and is purchasing Sun at a substantial discount. The merger agreement unreasonably limits competing bids for Sun by (i) prohibiting solicitation of any further bids, and (ii) imposing a termination penalty should Sun receive and accept a superior bid. Sun insiders, their affiliates and other major 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 Sun. Our investigation centers on the conduct of Sun’s 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 Sun given its current financial condition and prospects.