An investor, who currently holds shares of Trinity Capital Corporation (OTC: TRIN), filed a lawsuit against the takeover of Trinity Capital Corporation.
Los Alamos, NM based Trinity Capital Corporation operates as the bank holding company for Los Alamos National Bank that provides various banking products and services to individuals, businesses, and government organizations. On November 1, 2018, Enterprise Financial Services Corp (NASDAQ:EFSC), the holding company of Enterprise Bank & Trust (“EB&T”) and Trinity Capital Corporation, the holding company of Los Alamos National Bank announced that they have entered into a definitive merger agreement in a transaction valued at approximately $213 million or approximately $10.40 per OTC:TRIN shares) . Under the terms of the definitive agreement, upon consummation of the transaction, TCC shareholders will receive 0.1972 shares of Enterprise Financial Services Corp common stock and $1.84 in cash for each share of TCC common stock they hold. Based on NASDAQ: EFSC’s closing price of $43.45 per share on October 31, 2018, the merger consideration mix would result in a total of approximately $38 million in cash and $175 million in EFSC shares.
The plaintiff alleges that, in an attempt to secure shareholder support for the Proposed Transaction, defendants issued allegedly materially incomplete disclosures in a registration statement (the “Registration Statement”) filed with the United States Securities and Exchange Commission.
The plaintiff claims that the Registration Statement omits material information with respect to, among other things, Trinity Capital’s and Enterprise’s financial projections and the analyses performed by Trinity Capital’s financial advisor. The Complaint seeks injunctive and equitable relief and damages on behalf of holders of Trinity Capital common stock.