June 17, 2013, Hollywood, FL – Komlossy Law, P.A. has filed a lawsuit against Sterling Bancorp (“Sterling” or the “Company”)(NYSE:STL) and its Board of Directors (“Board”) in the Southern District of New York. On April 4, 2013, Sterling and Provident issued a joint press release announcing that the Company had entered into a definitive Agreement and Plan of Merger, dated April 3, 2013 (“Merger Agreement”) pursuant to which Provident will acquire all of the outstanding stock of Sterling in an all stock transaction. Sterling stockholders will receive 1.2625 shares of Provident common stock for each share of Sterling common stock they own (the “Exchange Ratio”); the transaction is valued at approximately $360 million.
The lawsuit alleges that the Proposed Transaction does not offer a meaningful premium to Sterling’s public shareholders. Based on Sterling’s closing stock price on April 3, 2013, the day before the announcement of the Proposed Transaction, the approximate $11.24 value based on the Exchange Ratio represented merely a 16% premium. It further alleges that the Registration Statement filed by Sterling and Provident with the SEC on June 4, 2013 in connection with the Proposed Transaction omits and/or misrepresents material information about, among other things, the process that ultimately led to the signing of the Merger Agreement and the true value of Sterling both as a stand-alone entity and as Provident’s merger partner.
Komlossy Law, P.A. represents shareholders in complex litigation, including class action and derivative litigation. Komlossy Law, P.A. may co-counsel with another firm, or refer a case to another firm. More information is available through its website, www.komlossylaw.com/, and upon request from the firm. Emily C. Komlossy is the attorney responsible for the content of this release.