Bear State Financial, Arvest Bank Joined as Defendants in Securities Lawsuit

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Bear State Financial, Inc., subsidiary Bear State Bank, their board of directors, Arvest Bank, and Arvest Acquisition Sub, Inc. are facing a proposed class action alleging violations of the Securities Exchange Act of 1934. The plaintiff in the case, a Bear State stockholder, claims the defendants failed to include required disclosures in a proxy statement they filed regarding Arvest’s proposed acquisition of Bear State. The complaint first takes issue with the alleged lack of detail in the proxy concerning Bear State’s financial projections and the valuation analyses performed by its financial advisor, Raymond James & Associates, Inc.

The suit additionally argues that the defendants failed to disclose potential conflicts of interest among the board of directors and Raymond James. Specifically, it notes that the proxy omits the timing and nature of communications regarding the board’s future employment opportunities with the new company and the history of Raymond James’ relationship with the defendants, including whether it performed services for them in the past and the compensation it may have received.

Finally, the complaint claims the defendants failed to provide a full history of the background of the transaction, noting that Bear State had originally reached out to six potential buyers and may have contractually prohibited them from submitting superior offers.