This Current Report on Form 8-K is filed to disclose litigation filed with respect to the previously reported proposed merger (the “proposed merger”) between MBT Financial Corp. (“MBT”) and First Merchants Corporation (“First Merchants”).
On January 9, 2019, MBT was sued by David Pill (“Pill”), a purported MBT stockholder, on behalf of Pill and all MBT stockholders other than the named defendants and their affiliates (the “Purported Class”). The complaint is a derivative and putative class action filed in the United States District Court for the Eastern District of Michigan and entitled
David
Pill
v.
MBT Financial Corp
,
et
al.
, naming each MBT director and MBT as defendants. The complaint alleges violation of the Securities and Exchange Act of 1934 (the “Exchange Act”). The allegations are that MBT violated the Exchange Act by omitting certain material information from First Merchants’ Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the “SEC”), which includes First Merchants’ prospectus with respect to the shares of First Merchants’ common stock to be issued to MBT stockholders in the proposed merger and the MBT proxy statement for the MBT special stockholders’ meeting to be held on February 14, 2019. The relief sought by the complaint includes preliminary and permanent injunction from proceeding with, consummating, or closing the proposed merger, directing MBT to amend its proxy statement, and damages, including attorneys’ and experts’ fees.
As disclosed and certified by Pill in the complaint, when including the case against MBT, Pill has sought during the last three years to serve as a representative party on behalf of a class in seven lawsuits arising under the federal securities laws.
The defendants believe the allegations in the complaint are without merit and intend to defend against them vigorously. Currently, however, it is not possible to predict the outcome of the litigation or the impact the litigation may have on MBT, First Merchants or the proposed merger, if any.
On January 11, 2019, the law firm of Rigrodsky & Long, P.A. provided to Shumaker, Loop & Kendrick, LLP, attorneys for MBT, a copy of a complaint filed on January 11, 2019, on behalf of Paul Parshall (“Parshall”), a purported MBT stockholder, on behalf of Parshall and all MBT stockholders other than the named defendants and their affiliates (the “Purported Class”). The complaint is a derivative and putative class action filed in the Circuit Court for the County of Monroe, Michigan, captioned
Paul Parshall v. MBT Financial Corp.,
et al.
, naming each MBT director (collectively, the “Individual Defendants”), MBT, and First Merchants as defendants. The complaint alleges that the Individual Defendants have breached their fiduciary duties to the Purported Class by omitting certain material information from First Merchants’ Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the “SEC”), which includes First Merchants’ prospectus with respect to the shares of First Merchants’ common stock to be issued to MBT stockholders in the proposed merger and the MBT proxy statement for the MBT special stockholders’ meeting to be held on February 14, 2019. The relief sought by the complaint includes preliminary and permanent injunction from proceeding with, consummating, or closing the proposed merger, rescission and rescissory damages if the proposed merger is completed, and damages, including attorneys’ and experts’ fees.
The defendants believe the allegations in the complaint are without merit and intend to defend against them vigorously. Currently, however, it is not possible to predict the outcome of the litigation or the impact the litigation may have on MBT, First Merchants or the proposed merger, if any.
Forward-Looking Statements
This Current Report on Form 8-K may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance. The forward-looking statements are based on MBT management’s expectations and are subject to numerous risks and uncertainties. Forward-looking statements are typically identified by using words such as “anticipate,” “estimate,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions.
Although MBT’ management believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements. Undue reliance should not be placed on the forward-looking statements, which speak only as of the date hereof. MBT does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions that may be made to update any forward-looking statement to reflect the events or circumstances after the date on which the forward-looking statement is made, or reflect the occurrence of unanticipated events, except to the extent required by law.
Additional Information and Where to Find It
First Merchants has filed with the SEC a Registration Statement on Form S-4 that includes a proxy statement of MBT and a prospectus of First Merchants. Investors and security holders are advised to read the Registration Statement and the proxy statement/prospectus and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they contain important information. These documents may be accessed and downloaded, free of charge, at
www.sec.gov
or by directing a request to John L. Skibski, Executive Vice President and Chief Financial Officer, MBT Financial Corp., 102 E. Front St., Monroe, Michigan 48161, telephone: (734) 241-3431.
Participants in the Solicitation
First Merchants and MBT and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of MBT in connection with the proposed Merger. Information about the directors and executive officers of MBT is set forth in the proxy statement for MBT’s 2018 annual meeting of shareholders, as filed with the SEC on Schedule 14A on March 19, 2018. Information about the directors and executive officers of First Merchants is set forth in the proxy statement for First Merchant’s 2018 annual meeting of shareholders, as filed with the SEC on Schedule 14A on March 22, 2018. 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 regarding the proposed Merger. Free copies of this document may be obtained as described in the preceding paragraph.