On November 26, 2008, on behalf of shareholders, Johnson Bottini, LLP
("Johnson Bottini”) filed a class action lawsuit in the United States
District Court for the Northern District of Ohio, Eastern Division,
against members of the Board of Directors of National City Corporation
("NCC” or the "Company”) (NYSE:NCC), NCC, and The PNC Financial Services
Group, Inc. ("PNC”) (NYSE:PNC) in connection with their efforts to sell
NCC to PNC pursuant to a Merger Agreement that was timed, negotiated,
and structured in violation of defendants’ fiduciary duties and at below
market prices.
Specifically, the complaint alleges that instead of complying with their
fiduciary duty to maximize shareholder value for NCC’s public
shareholders, defendants instead franticly scrambled to sell the Company
at below market prices while tens of millions of dollars are being
diverted in the form of: (i) premium payments to a NCC significant
shareholder for its block of preferred shares and warrants; (ii) the
acceleration of unvested options held by defendants; and (iii) the
potential elimination of millions of dollars of liability arising out of
defendants’ prior misconduct through a merger designed to wrest NCC
shareholders of standing to maintain derivative litigation against
defendants and a "deeper pocket” to indemnify them, all in exchange for
agreeing to an alarming fire sale price for NCC.
The complaint further alleges a claim for violations of Section 14(a) of
the Securities Exchange Act, because the defendants issued a false and
misleading Definitive Proxy Statement (the "Proxy”) with the SEC on
November 24, 2008. The complaint alleges that the Proxy is false and
misleading because, among other things: (i) it does not properly
disclose the defendants’ potential liability from the derivative
lawsuits and conceals the fact that these strong claims will be
extinguished for the benefit of defendants upon completion of the
merger; (ii) a number of statements in the Proxy were rendered
misleading because the Proxy failed to allow the shareholders to make an
informed judgment about whether the price is fair; and (iii) it misleads
shareholders as to the extent of due diligence NCC performed on PNC
before agreeing to a percentage of PNC’s stock as consideration for
NCC’s shareholders in the Merger Agreement.
The plaintiffs are represented by Johnson Bottini, which has expertise
in prosecuting investor class actions and extensive experience in
actions involving financial fraud. The complaint seeks to change the
terms of the Merger Agreement, stop the proposed merger, or rescind the
Merger Agreement. If you are a current shareholder of NCC, you may, not
later than sixty (60) days from today, move the court to serve as lead
plaintiff if you so choose. In order to serve as lead plaintiff,
however, you must meet certain legal requirements. If you wish to
discuss this action or have any questions concerning this notice or your
rights or interests, please contact plaintiffs’ counsel, Frank Johnson
or Derek Wilson of Johnson Bottini at 619-230-0063, or via e-mail at frankj@johnsonbottini.com
or derekw@johnsonbottini.com.
Johnson Bottini is committed to providing the highest quality legal
services expected at a large law firm with the efficiency and personal
touch that only a small firm can offer. Both Frank Johnson and Frank
Bottini are AV-rated by Martindale Hubbell and have a combined 30 years
of experience in complex civil litigation. Johnson Bottini is active in
major litigations pending in federal and state courts throughout the
United States and has taken a leading role in many important actions on
behalf of defrauded investors, consumers, and companies. The Johnson
Bottini Website (http://www.johnsonbottini.com)
has more information about the firm.