An investor in NASDAQ:PCBC shares filed a lawsuit against members of the board of directors in effort to block the proposed acquisition of Pacific Capital Bancorp by UnionBanCal Corporation for $46 per share.
Investors who purchased shares of Pacific Capital Bancorp (NASDAQ:PCBC) prior to March 9, 2012 and currently hold those (or any of those) NASDAQ:PCBC shares have certain options and should contact the Shareholders Foundation at mail(at)shareholdersfoundation.com or call +1(858) 779 – 1554.
According to the complaint the plaintiff alleges that the defendants breached their fiduciary duties owed to NASDAQ:PCBC investors. Specifically, the plaintiff alleges that defendants failed to maximize shareholder value and adequately compensate NASDAQ:PCBC shareholders
On March 9, 2012, Pacific Capital Bancorp entered into an Agreement and Plan of Merger with Union BanCal Corporation,, and Pebble Merger Sub, Inc., a wholly owned subsidiary of UBC.
Under the terms of the proposed transaction each outstanding share of common stock of Pacific Capital Bancorp will be converted into the right to receive $46.00 per share in cash.
Following the takeover news shares of Pacific Capital Bancorp (NASDAQ:PCBC) jumped from $28.69 per share to $45.24 per share.
However, the plaintiff alleges that the offered price and the process are unfair to NASDAQ:PCBC investors. The plaintiff says that Gerald Ford is the majority shareholder of Pacific Capital Bancorp, who owns approximately 76% of the company, and will agree in favor of the takeover. In fact, the plaintiff alleges that despite being the majority and controlling shareholder Gerald Ford has not formed a Special Committee to protect against conflicts of interest and is attempting to prevent the minority public shareholder from even voting on the proposed transaction. Indeed Ford has already committed his voting block of approximately 25 million shares in favor of the deal and thus minority shareholders are being divested of their ability to vote on a fundamental corporate event – the takeover of the Company, and will not be given a chance to vote on the proposed Acquisition.
Those who are current investors in Pacific Capital Bancorp (NASDAQ:PCBC) and purchased their Pacific Capital Bancorp (NASDAQ:PCBC) shares prior to the announcement, have certain options and should contact the Shareholders Foundation.
Shareholders Foundation, Inc.
3111 Camino Del Rio North – Suite 423
92108 San Diego