SOURCE: Brower Piven, A Professional Corporation

June 28, 2011 14:25 ET

Brower Piven Files Class Action Suit Against Green Bankshares, Inc.

STEVENSON, MD--(Marketwire - Jun 28, 2011) - The law firm of Brower Piven, A Professional Corporation, today announced that a class action has been commenced in the United States District Court for the Eastern District of Tennessee, on behalf of all persons who held shares of the common stock of Green Bankshares, Inc. ("GRNB") (NASDAQ: GRNB) on June 16, 2011, against GRNB and members of its Board of Directors for violating Section 14 (a) of the Securities Exchange Act of 1934 ("1934 Act") and for breaching its fiduciary duties to GRNB shareholders in connection with a merger agreement with North American Financial Holdings, Inc. ("NAFH") to acquire a 90.1 percent stake in GRNB for $217 million ("Proposed Transaction").

GRNB is a Tennessee chartered commercial bank. The complaint states that on May 5, 2011, GRNB announced that it had entered into a definitive agreement whereby NAFH would acquire a 90.1 percent stake in GRNB for $217 million. According to the complaint, approximately 120 million shares of GRNB common stock will be issued at a price of $1.81 per share to NAFH and current GRNB common shareholders will receive a Contingent Value Right ("CVR") entitling them to cash proceeds up to $0.75 per share, based on credit performance of GRNB's legacy loan portfolio over the five years following the deal's closing. However, the complaint states that, at the time of the proposed transaction, GRNB was trading at around $2.40 per share. The complaint alleges that the board decided to raise capital in a manner that unreasonably diluted common shareholders of GRNB. The complaint further alleges that GRNB has failed to obtain GRNB's public shareholders the highest value available for GRNB in the marketplace and that the transaction with NAFH unreasonably dilutes existing shareholders.

The complaint alleges that on June 6, 2011, GRNB made misleading statements and material omissions in the Company's proxy statement, thus violating Section 14(a) of the 1934 Act. The proxy statement, according to the complaint, recommends that shareholders vote on certain proposals to facilitate the Proposed Transaction. The complaint alleges that the proxy statement fails to disclose material information including, but not limited to: GRNB's search to raise capital on terms more advantageous to current shareholders, consequences of failing to meet its informal commitment with the Federal Deposit Insurance Corporation and Tennessee Department of Financial Institutions ("TDFI"), additional facts about the two alternative proposals that the board considered, the method that the Board used to value the CVRs or the Board's estimates for loan losses over the next five years, the terms that NAFH is willing to accept from the Treasury concerning NAFH's repurchase of Series A Preferred Stock, capital levels TDFI requested GRNB to maintain, GRNB's projections concerning whether tangible book value per share will fall below $1.81, and whether NAFH has any plans to issue additional stock.

If you are a GRNB shareholder and you wish to serve as lead plaintiff, you must move the Court by August 29, 2011. If you wish to discuss this action or have any questions concerning this notice, your rights, or interests, please contact plaintiff's counsel, Charles Piven of Brower Piven at (410) 415-6616 or by email at hoffman@browerpiven.com. Any member of the putative class may move the Court to serve as lead plaintiff through counsel of their choice or may choose to do nothing and remain an absent class member.

Plaintiff seeks to recover damages on behalf of all holders of GRNB stock on June 16, 2011 (the "Class"). The plaintiff is represented by Brower Piven, whose attorneys have combined experience litigating securities and class action cases for more than 60 years. Please visit the Brower Piven website (www.browerpiven.com) for more information about the firm.

Contact Information

  • CONTACT:
    Brower Piven, A Professional Corporation
    Stevenson, Maryland
    Charles J. Piven
    (410) 415-6616
    Email Contact