Acquisition of Hudson Valley Holding Corp. (HVB) by Sterling Bancorp (STL) May Not Be in Shareholders’ Best Interests
Robbins LLP is investigating the proposed acquisition of Hudson Valley Holding Corp. (NYSE: HVB) by Sterling Bancorp (NYSE: STL). On November 5, 2014, the two companies announced the signing of a definitive merger agreement pursuant to which Sterling will acquire Hudson Valley. Under the terms of the agreement, Hudson Valley shareholders will receive 1.92 shares of Sterling common stock for each share of Hudson Valley common stock. Following the closing of the merger, Sterling shareholders will own approximately 69% of the stock of the combined company and Hudson Valley shareholders will own approximately 31%.
Is the Proposed Acquisition Best for Hudson Valley and Its Shareholders?
Robbins LLP’s investigation focuses on whether the board of directors at Hudson Valley is undertaking a fair process to obtain maximum value and adequately compensate its shareholders.
As an initial matter, the proposed consideration represents a premium of 18.4% based on Hudson’s closing price on November 4, 2014. This premium is significantly below the median one-day premium of nearly 25% for comparable transactions within the past five years. Further, on October 27, 2014, Hudson Valley released its earnings results for its third quarter 2014, boasting a solid performance for the quarter. In particular, Hudson Valley reported earnings of $3.3 million in the quarter, compared to $2.5 million in the same quarter 2013, an increase of 32%. The company also reported net interest income of $23.6 million in the third quarter of 2014, compared to $21.0 million in the same quarter 2013, an increase of 12.4%.
In light of these facts, Robbins LLP is examining Hudson Valley’s board of directors’ decision to sell the company now rather than allow shareholders to continue to participate in the company’s continued success and future growth prospects.
Hudson Valley shareholders have the option to file a class action lawsuit to ensure the board of directors obtains the best possible price for shareholders and the disclosure of material information.
Hudson Valley shareholders interested in information about their rights and potential remedies can contact attorney Darnell R. Donahue at (800) 350-6003, or you can complete the form below and we will contact you directly.