Investors who purchased shares of the West Coast Bancorp (NASDAQ:WCBO)
The plaintiff alleges that the defendants breached their fiduciary duties owed to NASDAQ:WCBO investors in connection with the proposed acquisition.
On September 26, 2012, Columbia Banking System, Inc. (NASDAQ: COLB) and West Coast Bancorp (NASDAQ: WCBO) announced that the companies have agreed to combine their two leading Pacific Northwest community bank franchises in a transaction valued at approximately $506 million.
Under the terms of the merger agreement West Coast Bancorp shareholders can elect, subject to allocation procedures, to receive either Columbia common stock, cash, or a combination of both stock and cash for each share of West Coast stock. Aggregate consideration offered in exchange for all of West Coast's capital securities consists of a fixed amount of cash totaling approximately $264.5 million and a fixed amount of Columbia common stock totaling approximately 12.8 million shares. The value received by West Coast shareholders on a per share basis will fluctuate based on Columbia's stock price. Based on Columbia's closing stock price of $18.85 on September 25, West Coast shareholders would have received consideration valued at approximately $23.10 per share.
However, the plaintiff alleges that the offer is unfair to NASDAQ:WCBO stockholders and undervalues West Coast Bancorp. Indeed, at least one analyst has set the high target price of NASDAQ:WCBO shares at $24.50 per share. Additionally, West Coast Bancorp’s financial performance improved recently. For instance, West Coast Bancorp reported that its Net Loss of $91.21 million in 2009 turned into a Net Income of $33.78 million in 2011.
In addition, so the plaintiff, the proposed merger is being driven by West Coast Bancorp's three largest shareholders, who own over 4 million of the company's shares and want to cash out.
The plaintiff also alleges that the proposed transaction includes preclusive deal protection devices, such as a no solicitation provision, a matching rights provision, and a $20 million termination fee provision.
Those who are current investors in West Coast Bancorp (NASDAQ:WCBO)