Robbins LLP: Acquisition of Talmer Bancorp, Inc. (TLMR) by Chemical Financial Corporation (CHFC) May Not Be in Shareholders’ Best Interests
Robbins LLP is investigating the proposed acquisition of Talmer Bancorp, Inc. (Nasdaq: TLMR) by Chemical Financial Corporation (Nasdaq: CHFC). On January 26, 2016, the two companies announced the signing of a definitive merger agreement pursuant to which Chemical Financial will acquire Talmer Bancorp. Under the terms of the agreement, Talmer Bancorp shareholders will receive $1.61 in cash and 0.4725 shares of Chemical Financial common stock for each share of Talmer Bancorp common stock, the value of which is equivalent to $15.64 per share of Talmer Bancorp.
Is the Proposed Acquisition Best for Talmer Bancorp and Its Shareholders?
Robbins LLP’s investigation focuses on whether the board of directors at Talmer Bancorp is undertaking a fair process to obtain maximum value and adequately compensate its shareholders.
As an initial matter, the $15.64 merger consideration represents a discount of -9.3% based on Talmer Bancorp’s average one-month closing price. This discount is significantly below the average one-month premium of nearly 32.0% for comparable transactions within the past five years. Further, the $15.64 merger consideration is significantly below the target prices of five analysts ranging from $21.00 set by an analyst at J.P. Morgan on January 6, 2016 to $19.00 set by an analyst at FIG Partners LLC on December 29, 2015. In the last three years, Talmer Bancorp traded as high as $18.71 on December 29, 2015, and most recently traded above the merger consideration – at $16.52 – on January 25, 2016.
On January 26, 2016, Talmer Bancorp reported strong earnings results for its fourth quarter 2015. Net interest income for the quarter was $58.4 million, an increase of 13.4%, compared to the same period last year. Net income for the quarter was $13.1 million, an increase of 5% compared to the same period last year.
In light of these facts, Robbins LLP is examining Talmer Bancorp’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.
Talmer Bancorp 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.
Talmer Bancorp 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.