June 30, 2024
Kuehn Law, PLLC, a shareholder litigation law firm, is investigating potential claims related to the proposed merger between the below listed companies.  Kuehn Law may seek additional disclosures or other relief on behalf of the shareholders of the company being acquired.  

Kuehn Law is investigating whether the Board of Directors of the target company:

1) acted to maximize shareholder value,
2) failed to disclose material information, and
3) conducted a fair process:  
Heartland Financial, USA will be acquired by UMB Financial Corporation, with each Heartland share exchanged for 0.55 UMB shares. After the transaction, Heartland stockholders will own about 31% of the combined company.

UMB Financial Corporation acquires Heartland Financial USA in a $2 billion deal.

CPP Investments and GIP are top-tier, well-resourced global infrastructure investors with extensive industry expertise and a long-term outlook. They bring over four decades of experience in investing in large-scale infrastructure businesses across various sectors to support sustainable growth. Both organizations emphasize responsible investment, aiming to deliver value to their stakeholders and the communities they serve.

Under the merger agreement, HTLF shareholders will receive 0.55 shares of UMB common stock for each share of HTLF common stock, translating to a per-share value of $45.74 based on UMB’s closing price of $83.17 on April 26, 2024.

The deal is expected to close in the first quarter of 2025, pending regulatory approvals and shareholder approval from both HTLF and UMB.

As part of the merger, five HTLF board members will join UMB’s board, expanding it to 16 members. Former HTLF shareholders will own approximately 31% of the combined company.

Founded in 1981, HTLF operates banks in the West, Southwest, and Midwest regions of the USA, managing $19.4 billion in assets, $12.1 billion in loans, and $16.2 billion in deposits as of March 31, 2024.

Post-merger, UMB Bank will oversee about $64.5 billion in assets, placing it among the top 5% of publicly traded banks in the US.

Notice to Shareholders: Directors 'Fiduciary Duties

As shareholders, it's essential to understand the fiduciary duties of the Board of Directors. These duties ensure the Board acts in the best interest of the company and its shareholders.

Directors' Fiduciary Duties

1. Duty of Care

Diligence: Make informed decisions by thoroughly reviewing information.
Active Participation: Regularly attend and engage in board meetings.
Expert Advice: Seek expert opinions when necessary.

2. Duty of Loyalty

Avoid Conflicts of Interest: Prioritize the company's interests over personal gain.

Self-Dealing: Do not use the position for personal benefit.

Confidentiality: Maintain the confidentiality of company information.

3. Duty of Good Faith

Honesty: Act with integrity in all decisions.
Best Interests: Ensure actions are in the best interest of the company and shareholders.
Fairness: Treat all shareholders fairly and equally.

Your awareness and understanding of these duties are crucial in ensuring the Board acts responsibly and in the best interest of all shareholders.