BANK MUTUAL CORPORATION (NASDAQ:BKMU) Files An 8-K Other EventsItem 8.01. Other Events.
The following disclosures (“Supplemental Disclosures”) supplement the disclosures contained in the proxy statement/prospectus of Bank Mutual Corporation (“Bank Mutual”) and Associated Banc-Corp (“Associated”), dated September15, 2017 and filed with the U.S. Securities and Exchange Commission (the “SEC”) on September15, 2017 (the “Proxy Statement/Prospectus”) in connection with the previously announced proposed merger between Bank Mutual and Associated (the “Merger”).
The Supplemental Disclosures should be read in conjunction with the disclosures contained in the Proxy Statement/Prospectus, which should be read in its entirety. To the extent that information set forth herein differs from or updates information contained in the Proxy Statement/Prospectus, the information contained herein supersedes the information contained in the Proxy Statement/Prospectus. All pagereferences are to pagesin the Proxy Statement/Prospectus, and any defined terms used but not defined herein shall have the meanings set forth in the Proxy Statement.
As disclosed in the Proxy Statement/Prospectus, three putative class action complaints captioned Schumel v. Bank Mutual Corporation, C.A. No.2017-cv-006201, Paquin v. Bank Mutual Corporation, C.A. No.2017-cv-006202 and Wollenburg v. Bank Mutual Corporation, C.A. No.2017-cv-007312 were filed in the Circuit Court of Milwaukee County, Wisconsin against Bank Mutual, the members of the Bank Mutual board of directors and Associated. As also disclosed in the Proxy Statement/Prospectus, one putative securities class action complaint captioned Parshall v. Bank Mutual Corporation, C.A. No.2:17-cv-01209 was filed in the United States District Court for the Eastern District of Wisconsin against Bank Mutual, the members of the Bank Mutual board of directors and Associated.
Associated, Bank Mutual and the other defendants believe that the claims asserted in the lawsuits are without merit and that the disclosures in the Proxy Statement/Prospectus are adequate under the law. However, to avoid the risk that the lawsuits may delay or otherwise adversely affect the consummation of the Merger and to minimize the expense of defending such actions, Associated and Bank Mutual wish to voluntarily make the Supplemental Disclosures related to the Merger set forth below. Nothing in this Current Report on Form8-K shall be deemed an admission of the legal necessity or materiality under applicable law of any of the disclosures set forth herein. Associated and Bank Mutual specifically deny that any further disclosure is required to supplement the Proxy Statement/Prospectus under applicable law.
In light of the Supplemental Disclosures, the plaintiffs in the lawsuits have agreed to dismiss their individual claims with prejudice.
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