BALA CYNWYD, Pa., Dec. 16, 2014 /PRNewswire/ -- Law office of Brodsky & Smith, LLC today announced that on December 15, 2014, a class action was commenced on behalf of all holders of ESB Financial, Inc. ("ESBF" or the "Company") (Nasdaq- ESBF- News) common shares in the United States District Court for the Western District of Pennsylvania relating to the proposed acquisition by WesBanco, Inc. ("WesBanco") (the "Proposed Transaction").
If you are an ESBF common shareholder and wish to serve as lead plaintiff, you must move the Court no later than 60 days from today. If you wish to discuss this action or have any questions concerning this notice or your rights or interests, please contact plaintiff's counsel, Jason Brodsky or Evan Smith of Brodsky & Smith, LLC at (877) LEGAL-90 or via e-mail at investorrelations@brodsky-smith.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.
ESBF operates as a thrift holding company for ESB Bank that provides various retail and commercial financial products and services in western Pennsylvania. It offers various deposit products, including regular savings accounts, checking and money market accounts, certificate accounts, and time deposits.
The complaint alleges that ESBF, the Board and WesBanco breached their duties, and/or aided and abetted such breaches, in connection with their attempt to consummate the Proposed Transaction pursuant to an unfair process and for an unfair price. In addition, the complaint alleges ESBF and the Board disseminated a false and misleading Registration Statement on Form S-4 (the "S-4") in violation of §14(a) of the 1934 Act and Rule 14a-9 promulgated thereunder in connection with the Proposed Transaction.
On October 29, 2014, ESBF and WesBanco entered into a definitive agreement (the "Merger Agreement") whereby WesBanco would acquire all of ESBF's outstanding shares. Thereafter, on November 20, 2014, defendants caused the S-4 to be filed with the SEC and disseminated in connection with the January 22, 2014 shareholder vote on the Proposed Transaction. The complaint alleges the S-4 contains a number of false and misleading statements that are material to shareholders who are expected to rely upon the S-4 to determine whether to approve the Proposed Transaction. The S-4 omits a number of material facts necessary to make statements made therein not false and misleading, including the events leading to the Merger Agreement, the analyses conducted by the Board's financial advisor, and ESBF's prospective financial information.
Plaintiff seeks injunctive and equitable relief on behalf of all ESBF shareholders. Brodsky & Smith, LLC is a litigation law firm with extensive expertise representing shareholders throughout the nation in securities and case action lawsuits. The attorneys at Brodsky & Smith have been appointed by numerous courts throughout the country to serve as lead counsel in class actions and successfully recovered millions of dollars for our clients and shareholders. Attorney advertising. Prior results do not guarantee a similar outcome.
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SOURCE Brodsky & Smith, LLC