MILWAUKEE, Sept. 12, 2013 (GLOBE NEWSWIRE) -- We are investigating the Board of Directors of Sterling for possible breaches of fiduciary duty and other violations of state law in connection with the sale of Sterling to Umpqua
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Sterling's long-term financial outlook is very positive and yet Sterling shareholders will receive only 1.671 shares of Umpqua common stock and $2.18 cash for each share of Sterling common stock. Umpqua is well aware of Sterling's improving financial metrics and is purchasing Sterling at a substantial discount. The merger agreement unreasonably limits prospective bids for Sterling by (i) prohibiting solicitation of any further bids, and (ii) imposing a termination penalty should Sterling receive and accept a superior bid. Sterling insiders, their affiliates and other majority shareholders own significant stock of Sterling, and will receive millions of dollars as part of change of control arrangements, and therefore can unduly influence a sale of Sterling not necessarily in the best interests of non-insider shareholders. In light of these facts, our investigation centers on the conduct of Sterling's Board of Directors, who have unanimously approved the transaction, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for Sterling given its current financial condition and prospects.
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CONTACT: Ademi & O'Reilly, LLP Guri Ademi 3620 East Layton Ave. Cudahy, WI 53110 Toll Free: (866) 264-3995 Fax: (414) 482-8001 www.ademilaw.comSource:Ademi & O'Reilly, LLP