A class action complaint has been filed in Guernsey County by a shareholder of Advantage Bank, on behalf of itself and other shareholders, against Camco Financial, members of its board of directors and Huntington Bancshares Inc.
Advantage Bank, which has two offices in Marietta, is currently under the parent company of Camco, with Huntington expected to acquire Camco in February or March.
The complaint, filed on Jan. 22, challenges the actions of Camco Financial, detailing the fact that defendants highly favored Huntington Bank to purchase Camco shares, failing to reach out to any other buyers after Huntington expressed interest in purchasing the company.
Under the sale agreement between Camco and Huntington, Camco shareholders could elect to receive 0.7264 shares of Huntington stock or $6 in cash for each share of Camco stock. It is alleged that this will protect and advance the interests of Camco's board and hurt the public shareholders.
The fiduciary duties of the defendants include: managing Camco in a fair manner, maximizing shareholder value in connection with any change in ownership, refraining from abusing positions of control and not favoring their own interests at the expense of Camco and its shareholders, according to the paperwork filed.
It is alleged that the sale agreement between Camco and Huntington personally benefited only those in a position of power with Camco, not the shareholders, and that statements filed with the SEC didn't contain information that should have been disclosed to shareholders, including information that might have affected their agreement for the sale agreement between Camco and Huntington.
James Huston, president and CEO of Camco, is alleged to have taken over negotiations between Camco and Huntington, not allowing the formation of an independent committee to evaluate the potential sale of the company.
Huston stands to gain more than $3.6 million from the sale agreement between Camco and Huntington, according to the suit.
The class action suit alleges that fudiciary duties were breached so that shareholders could not make an informed decision on the sale agreement and claims that the plaintiff and other shareholders have been and will be damaged.
The suit seeks to get shareholders compensatory and/or rescsissory damages; award interest, attorney fees, expert fees and other costs; and granting other relief as the court finds proper.
Calls to Camco Financial and attorneys involved in the case, Richard Brualdi and Stephen Pincus, were not returned this week.
Maureen Brown, spokeswoman for Huntington Bank, said it was not Huntington's policy to comment on litigation.