On January 4, 2021, Boston Private and SVB Financial Group ("SVB" issued a joint press release announcing that they had entered into an Agreement and Plan of Merger dated January 4, 2021 (the “Merger Agreement”) to sell Boston Private to SVB. Under the terms of the Merger Agreement, each Boston Private stockholder will receive (i) 0.0228 shares of SVB common stock; and (ii) $2.10 in cash for each share of Boston Private common stock they own (the “Merger Consideration”). The Proposed Transaction is valued at approximately $900 million. On February 11, 2021, SVB filed a Form S-4 Registration Statement with the SEC.

The Complaint alleges the Registration Statement, which recommends that Boston Private stockholders vote in favor of the Proposed Transaction, omits or misrepresents material information concerning, among other things: (i) the projections for each of Boston Private and SVB and the data and inputs underlying the financial valuation analyses that support the fairness opinion provided by the Company’s financial advisor; and (ii) the background of the Proposed Transaction.