MBT FINANCIAL CORP. (NASDAQ:MBTF) Files An 8-K Other Events
Item 8.01. Other Events.
This Current Report on Form 8-K is filed to disclose litigation filed with respect to the previously reported proposed merger (the “proposed merger”) between MBT Financial Corp. (“MBT”) and First Merchants Corporation (“First Merchants”).
On January 15, 2019, MBT was provided a copy of a complaint from its lawyers showing that on January 11, 2019, it was sued by Gary Nowitzke, a purported MBT stockholder, on behalf of himself and all MBT stockholders other than the named defendants and their affiliates (the “Purported Class”). The complaint is a derivative and putative class action filed in the Circuit Court for the County of Monroe, Michigan, captioned Gary Nowitzke v. MBT Financial Corp, et al., naming each MBT director (collectively, the “Individual Defendants”), and MBT and First Merchants as defendants.
On January 15, 2019, MBT was sued by Walter Zimmer, a purported MBT stockholder, on behalf of himself and all MBT stockholders other than the named defendants and their affiliates (the “Purported Class”). The complaint is a derivative and putative class action filed in the Circuit Court for the County of Monroe, Michigan, captioned Gary Zimmer v. MBT Financial Corp, et al., naming each MBT director and MBT and First Merchants as defendants.
Both of the above lawsuits allege that the Individual Defendants have breached their fiduciary duties to the Purported Class by omitting certain material information from First Merchants’ Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the “SEC”), which includes First Merchants’ prospectus with respect to the shares of First Merchants’ common stock to be issued to MBT stockholders in the proposed merger and the MBT proxy statement for the MBT special stockholders’ meeting to be held on February 14, 2019. The relief sought by the complaints includes preliminary and permanent injunction from proceeding with, consummating, or closing the proposed merger, rescission and rescissory damages if the proposed merger is completed, and damages, including attorneys’ and experts’ fees.
The defendants believe the allegations in the complaints are without merit and intend to defend against them vigorously. Currently, however, it is not possible to predict the outcome of the litigation or the impact the litigation may have on MBT, First Merchants or the proposed merger, if any.
Forward-Looking Statements
This Current Report on Form 8-K may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance. The forward-looking statements are based on MBT management’s expectations and are subject to numerous risks and uncertainties. Forward-looking statements are typically identified by using words such as “anticipate,” “estimate,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions.
Although MBT’ management believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements. Undue reliance should not be placed on the forward-looking statements, which speak only as of the date hereof. MBT does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions that may be made to update any forward-looking statement to reflect the events or circumstances after the date on which the forward-looking statement is made, or reflect the occurrence of unanticipated events, except to the extent required by law.
Additional Information and Where to Find It
First Merchants has filed with the SEC a Registration Statement on Form S-4 that includes a proxy statement of MBT and a prospectus of First Merchants. Investors and security holders are advised to read the Registration Statement and the proxy statement/prospectus and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they contain important information. These documents may be accessed and downloaded, free of charge, at www.sec.gov or by directing a request to John L. Skibski, Executive Vice President and Chief Financial Officer, MBT Financial Corp., 102 E. Front St., Monroe, Michigan 48161, telephone: (734) 241-3431.
Participants in the Solicitation
First Merchants and MBT and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of MBT in connection with the proposed Merger. Information about the directors and executive officers of MBT is set forth in the proxy statement for MBT’s 2018 annual meeting of shareholders, as filed with the SEC on Schedule 14A on March 19, 2018. Information about the directors and executive officers of First Merchants is set forth in the proxy statement for First Merchant’s 2018 annual meeting of shareholders, as filed with the SEC on Schedule 14A on March 22, 2018. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the Proxy Statement-Prospectus regarding the proposed Merger. Free copies of this document may be obtained as described in the preceding paragraph.
About MBT FINANCIAL CORP. (NASDAQ:MBTF)
MBT Financial Corp. is a bank holding company for Monroe Bank & Trust (the Bank). Monroe Bank & Trust provides customary retail and commercial banking and trust services to its customers, including checking and savings accounts, time deposits, safe deposit facilities, commercial loans, personal loans, real estate mortgage loans, installment loans, individual retirement accounts (IRAs), automated teller machine (ATM) and night depository facilities, treasury management services, telephone and Internet banking, personal trust, employee benefit and investment management services. The Bank offers various types of deposits, which include savings accounts, interest-bearing corporate demand deposit accounts (DDA) and negotiable order of withdrawal (NOW) accounts, money market deposits and certificates of deposits (CDs). Monroe Bank & Trust’s service areas are consists of Monroe, Wayne and Lenawee counties in Southern Michigan. The Bank operates approximately 20 branches.
