NEW YORK, Oct. 12, 2018 — Gainey McKenna & Egleston announces that a class action lawsuit has been filed against FCB Financial Holdings, Inc. (“FCB Financial Holdings” or the “Company”) (NYSE: FCB) and its board of directors (the “Board”), on behalf of a class consisting of all public stockholders of FCB Financial Holdings who have been harmed by FCB Financial Holdings in connection with alleged violations of Sections 14(d)(4), 14(e) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”). The action seeks to enjoin the expiration of a tender offer (the “Tender Offer”) on the proposed transaction, pursuant to which FCB Financial Holdings will be acquired by Synovus Financial Corp. (“Synovus”) through Synovus’ wholly-owned subsidiary Azalea Merger Sub Corp. (“Merger Sub”) (the “Proposed Transaction”).
The Complaint alleges that on July 24, 2018, FCB and Synovus issued a joint press release announcing they had entered into an Agreement and Plan of Merger (the “Merger Agreement”). Under the terms of the Merger Agreement, FCB stockholders will be entitled to receive 1.055 shares of Synovus common stock per share of FCB Class A common stock (the “Merger Consideration”).
The Complaint also alleges, that on September 14, 2018, Synovus and FCB filed a joint proxy statement/prospectus on Form S-4 (the “Registration Statement”) with the SEC. The Complaint alleges that the Registration Statement, which recommends that FCB stockholders vote in favor of the Proposed Transaction, omits or misrepresents material information concerning, among other things: (i) the Company’s and Synovus’ financial projections, relied upon by FCB’s financial advisors, Sandler O’Neill & Partners, L.P. (“Sandler”), Guggenheim Securities, LLC (“Guggenheim”), and Evercore Group L.L.C. (“Evercore,” and together with Sandler and Guggenheim, the “Financial Advisors”), in their financial analyses; (ii) the valuation analyses prepared by the Financial Advisors in connection with the rendering of their fairness opinions; (iii) the background process leading to the Proposed Transaction; and (iv) FCB insiders’ potential conflicts of interest. The failure to adequately disclose such material information constitutes a violation of Sections 14(a) and 20(a) of the Exchange Act as FCB stockholders need such information in order to cast a fully-informed vote in connection with the Proposed Transaction.
If you wish to discuss your rights or interests regarding this class action, please contact Thomas J. McKenna, Esq. or Gregory M. Egleston, Esq. of Gainey McKenna & Egleston at (212) 983-1300, or via e-mail at [email protected] or [email protected].
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