NEW YORK, Sept. 20, 2018 (GLOBE NEWSWIRE) -- On March 6, 2017, a press release announced that Astoria Financial Corporation (“Astoria”) and Sterling Bancorp (“Sterling) had entered into a definitive merger agreement dated March 6, 2017 (the “Merger Agreement”) whereby Sterling would acquire each share of Astoria common stock in exchange for 0.875 shares of Sterling common stock (the “Transaction”), subject to, among other things, stockholder voting approval. In connection with the merger, on April 5, 2017, the Defendants filed a Form S-4 Registration Statement (the “Registration Statement”) with the United States Securities and Exchange Commission (“SEC”) in connection with the Transaction that included a preliminary Proxy Statement/Prospectus for the stockholder vote on the Transaction. On May 1, 2017, Astoria filed a definitive proxy statement on Form DEF 14A with the SEC (the “Proxy Statement”) in connection with the Transaction, which, among other things, set June 13, 2017 as the date for the special meeting of Astoria common stockholders to cast their vote (the “Stockholder Vote”) with respect to the Transaction.
On June 6, 2017, Sterling and Astoria, respectively, entered into a Memorandum of Understanding containing the essential terms of an agreement-in-principle (the “MOU”), to settle claims brought by plaintiffs in certain putative class actions captioned as follows: Jenkins v. Astoria Financial Corporation, et al (Case No. 1:17-cv-02608) brought in the United States District Court for the Eastern District of New York; Minzer v. Astoria Financial Corporation, et al (Case No. 2017-0284) brought in the Court of Chancery of the State of Delaware; MSS 1209 Trust v. Astoria Financial Corporation, et al (Index No. 602161/2017) brought in the Supreme Court of the State of New York in Nassau County; O’Connell v. Astoria Financial Corporation, et al (Index No. 603703/2017) brought in the Supreme Court of the State of New York in Nassau County; and Parshall v. Astoria Financial Corporation, et al (Case No. 2:17-cv-02165) brought in the United States District Court for the Eastern District of New York (collectively, the “Astoria Merger Class Actions”). Pursuant to the MOU, Astoria filed a Form 8-K with the SEC on June 8, 2017 containing certain additional disclosures (the “Supplemental Disclosures”) not contained in the Registration Statement and Proxy Statement. The Supplemental Disclosures effectively mooted the Astoria Merger Class Actions, and on October 2, 2017, Sterling and Astoria completed the Transaction.
In further accordance with the terms of the MOU, plaintiffs in the Minzer Action, Parshall Action, and Jenkins Action agreed to voluntarily dismiss their respective actions without prejudice, and on May 2, 2018, with the consent and agreement of the parties, the remaining Astoria Merger Class Actions proceeded as a single, consolidated action bearing the caption: O’Connell v. Astoria Fin. Corp., et al., Index No. 603703/17 (N.Y. Sup.) (the “Action”).
On August 2, 2018, the parties submitted a proposed settlement agreement and requested that the Court grant the parties’ request for preliminary approval of the settlement, conditional certification of an opt out settlement class, and approval of the notice of settlement. On August 21, 2018, the Court rejected the parties’ settlement request. In light of the Court’s rejection of the settlement, the parties have agreed that the Action should be voluntarily dismissed.
Donald J. Enright, Esq.
Levi & Korsinsky, LLP
1101 30th Street NW, Suite 115
Washington, D.C. 20007
Tel : 202-524-4290
Fax : 202-333-2121