Pulaski Financial Corp. Announces Dismissal of Merger-Related Litigation
24 Março 2016 - 12:30PM
Business Wire
Pulaski Financial Corp. (NASDAQ: PULB) (the “Company”) announced
today that the Court has dismissed the putative class action
lawsuit captioned Patel v. Douglass, et al., filed in the Circuit
Court of the County of St. Louis, Missouri, Case No. 16SL-CC00406
(the “Patel Case”) against the Company’s board of directors, the
Company and First Busey Corporation (“First Busey”), related to the
merger of Pulaski with and into First Busey (the “Merger”).
The Court, ruling on the Company’s motion to dismiss, held that
the plaintiff’s exclusive remedy to challenge the Merger is to
exercise his dissenter’s right to obtain a judicial appraisal and
fair value for his shares of Company stock. In addition, the
Circuit Court found that the Board’s decision to approve the Merger
was fully protected by the business judgment rule and that the
plaintiff failed to allege any specific facts showing fraud,
illegality or an irrational business judgment.
The other putative class action lawsuit related to the Merger,
captioned Daub v. Douglass, et al., filed in the Circuit
Court, Case No. 16SL-CC00582 (the “Daub Case”) against the same
defendants, has been consolidated with the Patel Case. However, the
Daub Case remains pending. The Company currently expects that the
defendants will seek dismissal of the Daub Case on similar
grounds.
About Pulaski Financial
Pulaski Financial Corp., operating in its 93rd year through its
subsidiary, Pulaski Bank, National Association, offers a full
line of quality retail and commercial banking products through 13
full-service branch offices in the St. Louis metropolitan
area. The Bank also offers mortgage loan products through loan
production offices in the St. Louis, Kansas
City, Chicago, and Omaha-Council Bluffs metropolitan
areas, mid-Missouri, southwestern Missouri,
eastern Kansas, and Lincoln, Nebraska. The Company’s website
can be accessed at www.pulaskibank.com.
Special Note Concerning Forward-Looking Statements
This document may contain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995
with respect to the financial condition, results of operations,
plans, objectives, future performance and business of First Busey
and Pulaski. Forward-looking statements, which may be based upon
beliefs, expectations and assumptions of First Busey’s and
Pulaski’s management and on information currently available to
management, are generally identifiable by the use of words such as
“believe,” “expect,” “anticipate,” “plan,” “intend,” “estimate,”
“may,” “will,” “would,” “could,” “should” or other similar
expressions. Additionally, all statements in this Current Report on
Form 8-K, including forward-looking statements, speak only as of
the date they are made, and neither First Busey nor Pulaski
undertakes any obligation to update any statement in light of new
information or future events. A number of factors, many of which
are beyond the ability of First Busey and Pulaski to control or
predict, could cause actual results to differ materially from those
in its forward-looking statements. These factors include, among
others, the following: (i) the possibility that any of the
anticipated benefits of the proposed transaction between First
Busey and Pulaski will not be realized or will not be realized
within the expected time period; (ii) the risk that integration of
operations of Pulaski with those of First Busey will be materially
delayed or will be more costly or difficult than expected; (iii)
the inability to complete the proposed transaction due to the
failure of required stockholder approvals; (iv) the failure to
satisfy other conditions to completion of the proposed transaction,
including receipt of required regulatory and other approvals; (v)
the failure of the proposed transaction to close for any other
reason; (vi) the effect of the announcement of the transaction on
customer relationships and operating results; (vii) the possibility
that the transaction may be more expensive to complete than
anticipated, including as a result of unexpected factors or events;
(viii) the strength of the local and national economy;
(ix) changes in state and federal laws, regulations and
governmental policies concerning First Busey’s and Pulaski’s
general business (including the impact of the Dodd-Frank Wall
Street Reform and Consumer Protection Act and the extensive
regulations to be promulgated thereunder, as well as the rules
adopted by the federal bank regulatory agencies to implement Basel
III); (x) changes in interest rates and prepayment rates of First
Busey’s and Pulaski’s assets; (xi) increased competition in
the financial services sector and the inability to attract new
customers; (xii) changes in technology and the ability to
develop and maintain secure and reliable electronic systems;
(xiii) the loss of key executives or employees;
(xiv) changes in consumer spending; (xv) unexpected
results of acquisitions, including the acquisition of Pulaski;
(xvi) outcomes of existing or new litigation involving First Busey
or Pulaski, including the litigation described in this Form 8-K;
(xvii) the economic impact of any future terrorist threats or
attacks; (xviii) the economic impact of exceptional weather
occurrences such as tornadoes, hurricanes, floods, and blizzards;
and (xix) changes in accounting policies and practices. These
risks and uncertainties should be considered in evaluating
forward-looking statements and undue reliance should not be placed
on such statements. Additional information concerning First Busey
and Pulaski and their business, including additional factors that
could materially affect First Busey’s and Pulaski’s financial
results, are included in First Busey’s and Pulaski’s filings with
the SEC.
Additional Information
First Busey has filed with the SEC a Registration Statement
on Form S-4, as amended, that includes a Proxy Statement of
First Busey and Pulaski and a Prospectus of First Busey, as well as
other relevant documents concerning the proposed transaction. The
Registration Statement has been declared effective and the Proxy
Statement/Prospectus has been mailed to shareholders of First Busey
and Pulaski. This communication does not constitute an offer to
sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval. SHAREHOLDERS OF FIRST BUSEY
AND PULASKI ARE URGED TO READ THE REGISTRATION STATEMENT AND THE
PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN IMPORTANT
INFORMATION.
A copy of the Proxy Statement/Prospectus, as well as other
filings containing information relating to the merger filed by
First Busey and Pulaski can be obtained free of charge from the
SEC’s website at www.sec.gov. These documents also can be obtained
free of charge by accessing First Busey’s website at www.busey.com
under the tab “Investor Relations” and then under “SEC Filings” or
by accessing Pulaski’s website at www.pulaskibank.com under the tab
“Our Story” and then under “Shareholder Relations” and “SEC
Filings.” Alternatively, these documents can be obtained free of
charge from First Busey upon written request to First Busey
Corporation, Corporate Secretary, 100 W. University Avenue,
Champaign, Illinois 61820 or by calling (217) 365-4544, or from
Pulaski, upon written request to Pulaski Financial Corp., Corporate
Secretary, 12300 Olive Boulevard, St. Louis, Missouri 63141 or
by calling (314) 878-2210.
Participants in this Transaction
First Busey, Pulaski and certain of their respective directors
and executive officers may be deemed to be participants in the
solicitation of proxies from stockholders in connection with the
proposed transaction under the rules of the SEC. Information about
these participants may be found in the definitive proxy statement
of First Busey relating to its 2015 Annual Meeting of Stockholders
filed with the SEC by First Busey on April 17, 2015 and the
definitive proxy statement of Pulaski relating to its 2016 Annual
Meeting of Stockholders filed with the SEC on December 23, 2015.
Additional information regarding the interests of those
participants and other persons who may be deemed participants in
the transaction may be obtained by reading the Proxy
Statement/Prospectus dated February 3, 2016 regarding the proposed
merger. These definitive proxy statements and the Proxy
Statement/Prospectus can be obtained free of charge from the
sources indicated above.
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version on businesswire.com: http://www.businesswire.com/news/home/20160324005813/en/
Pulaski Financial Corp.Paul Milano, 314-317-5046Chief Financial
Officer
Pulaski Financial Corp. (NASDAQ:PULB)
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