Opus Bank (NASDAQ: OPB)
According to the Complaint, Opus Bank provides commercial and retail banking products and solutions to its clients in western markets from its headquarters in Irvine, California and through forty-six banking offices, including twenty-eight in California, sixteen in the Seattle/Puget Sound region in Washington, one in the Phoenix metropolitan area of Arizona, and one in Portland, Oregon.
This action stems from a proposed transaction announced on February 3, 2020, pursuant to which Opus Bank will be acquired by Pacific Premier Bancorp, Inc. (“Pacific Premier”), a Delaware corporation, and Pacific Premier Bank.
On January 31, 2020, Opus’s Board of Directors caused the Company to enter into an agreement and plan of merger with Pacific Premier and Pacific Premier Bank. Pursuant to the terms of the Merger Agreement, shareholders of Opus will receive 0.90 shares of Pacific Premier common stock for each share of Opus they own.
On April 6, 2020, Defendants filed a Form S-4 Registration Statement with the United States Securities and Exchange Commission in connection with the Proposed Transaction, which scheduled a stockholder vote on the Proposed Transaction for May 5, 2020. The Complaint alleges that the Registration Statement omits material information with respect to the Proposed Transaction, which renders the Registration Statement false and misleading.