BR&B Files Lawsuit in Connection with the Proposed Sale of Cape Bancorp, Inc. to OceanFirst Financial Corporation

3/28/2016 - Barrack, Rodos & Bacine announces that is has filed a lawsuit in the United States District Court for the District of New Jersey alleging violations of Section 14(a) of the Securities Exchange Act of 1934 (“Section 14(a)”) by Cape Bancorp, Inc. (“CBNJ”) and its board of directors in a proxy statement disseminated to shareholders in connection with the proposed sale of the Company to OceanFirst Financial Corporation (“OceanFirst”).  

On January 5, 2016, CBNJ announced it had entered into an Agreement and Plan of Merger with OceanFirst, which plans to acquire all of the outstanding shares of CBNJ (the “Proposed Transaction”).  Under the terms of the Proposed Transaction, CBNJ shareholders will receive $2.25 in cash and 0.6375 share of OceanFirst for each CBNJ share they own.  In connection with the Proposed Transaction, the company filed a proxy statement with the United States Securities and Exchange Commission on March 17, 2016.  The complaint alleges that the proxy statement contains materially incomplete and misleading disclosures in violation of Section 14(a).  Specifically, the complaint alleges that CBNJ failed to disclose, inter alia, (i) whether the company considered requiring a price collar to protect the value of the Proposed Transaction if the value of the stock of OceanFirst declined (which it has) before the consummation of the Proposed Transaction; (ii) whether there were any negotiations concerning a price collar with OceanFirst and, if so, why defendants did not insist upon a price collar that would have preserved the value of the Proposed Transaction in face of the volatility of stock prices; (iii) the metrics used to value the offer for the company in the Fairness Opinion provided by Raymond James; and (iv) certain conflicts that may have affected the independence of Raymond James.  The complaint also alleges that the Proxy omitted projections that are critical for CBNJ shareholders to properly evaluate the Proposed Transaction.

The vote of CBNJ shareholders on the Proposed Transaction is currently scheduled to take place on April 25, 2016.  Barrack, Rodos & Bacine has also filed a motion to stop the shareholder vote from taking place until the company issues a corrected and supplemental Proxy that includes the information the complaint alleges should have been provided. The court has not yet ruled on the motion.

A copy of the complaint is available here.  For additional information about the case, please contact Barrack Rodos & Bacine at (215) 963-0600, or via e-mail to Mark Rosen at mrosen@barrack.com, Chad Carder at ccarder@barrack.com or Julie B. Palley at jpalley@barrack.com.