Harleysville National Corp: Key Developments

Coughlin Stoia Geller Rudman & Robbins LLP Files Class Action Suit Against The Members of Harleysville National Corporation's Board of Directors
February 4, 2010
Coughlin Stoia Geller Rudman & Robbins LLP announced that a class action has been commenced in the United States District Court for the Eastern District of Pennsylvania on behalf of a proposed class of Harleysville National Corporation shareholders and their successors-in-interest, other than defendants or those associated with defendants, who were holders of record on December 7, 2009 and eligible to vote at the January 22, 2010 shareholder meeting. The complaint charges the members of Harleysville's Board of Directors with violations of federal securities laws for their failure to provide shareholders with all material information in the merger proxy statement (the Proxy) seeking shareholder approval of the merger between Harleysville and First Niagara Financial Group, Inc. (FNFG). Among other things, plaintiff alleges that the Proxy was false and misleading, having misrepresented and/or omitted the following: (i) that the defendant directors who recommended a vote for the Merger failed to update the Proxy to indicate material changes in Harleysville's level of delinquent loans; (ii) the fairness opinion included in Proxy was false and misleading because it was based upon stale data and not properly updated to include the material changes in Harleysville's level of delinquent loans; (iii) the true value of FNFG and the fact that defendants breached their fiduciary duty in failing to adequately value FNFG; and (iv) Harleysville's prospects in remaining a stand-alone bank.
First Niagara Financial Group, Inc. to Acquire Harleysville National Corporation
July 27, 2009
First Niagara Financial Group, Inc. and Harleysville National Corporation announced that First Niagara has agreed to acquire the Philadelphia-area financial services company in an all-stock transaction valued at approximately $237 million or $5.50 per share. The companies signed a definitive purchase agreement for the transaction, which is expected to close in the first quarter of 2010. Under the terms of the agreement, each Harleysville shareholder will receive 0.474 shares of First Niagara common stock for each Harleysville share owned. The exchange ratio is based on First Niagara's five-day average closing stock price of $11.60 on July 22, 2009. The exchange ratio is subject to adjustment under certain circumstances if loan delinquencies at Harleysville exceed specified amounts.
Law Offices of Howard G. Smith Announces Investigation On Behalf Of Shareholders Of Harleysville National Corporation
July 27, 2009
Law Offices of Howard G. Smith announced that it is investigating potential claims against the Board of Directors of Harleysville National Corporation related to its agreement with First Niagara Financial Group, Inc. (First Niagara) to acquire Harleysville in an all-stock transaction valued at approximately $237 million. Under the terms of a definitive purchase agreement entered into by the parties, each Harleysville shareholder will receive 0.474 shares of First Niagara common stock for each Harleysville share owned. The investigation concerns possible breaches of fiduciary duty and other violations of state law related to approval of the acquisition by the Harleysville Board of Directors.
Harleysville National Corporation Subsidiary Launches GenGreensm Banking Initiatives and Products
June 22, 2009
Harleysville National Bank, the banking subsidiary of Harleysville National Corporation, announced that it has launched its GenGreensm suite of banking products. The bank`s GenGreensm suite of products, consisting of GenGreensm Checking, GenGreensm Savings and e-Business Checking are fully electronic and designed to provide free, paperless banking.
Harleysville National Corporation Declares Dividend
April 23, 2009
Harleysville National Corporation announced that its Board of Directors of the Company declared a regular cash dividend of $.01 per share on 42,715,408 shares of outstanding common stock as of April 22, 2009. The dividend is payable June 15, 2009, to shareholders of record on May 30, 2009.
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