TOBC Tower Bancorp (MM)

Faruqi & Faruqi, LLP, a leading national securities firm headquartered in New York City, is investigating the Board of Directors of Tower Bancorp, Inc. (“Tower” or the “Company”) (NasdaqGS: TOBC) for potential breaches of fiduciary duties in connection with their conduct related to the sale of the Company to Susquehanna Bancshares, Inc. (NasdaqGS: SUSQ) in a cash-and-stock deal valued at about $339.50 million. The proposed transaction offers Tower shareholders either 3.4696 shares of Susquehanna common stock, or $28.00 in cash for each share they own. If the acquisition occurs, several senior executives and directors of Tower are expected to receive new lucrative positions at Susquehanna. For example, Andrew Samuel, the Chairman and Chief Executive Officer of Tower, is slated to become President and Chief Revenue Officer at Susquehanna; Mr. Samuel and two current Tower Board members will be appointed to Susquehanna’s Board of Directors; Jeffrey Renninger, Tower’s Chief Operating Officer, and Janak Amin, the Chief Executive Officer of Graystone Tower Bank, are both expected to receive senior management positions at Susquehanna. The deal is structured as a tender offer, which could avoid the need for a shareholder vote, and is expected to be completed in the first quarter of 2012.

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Whether Tower’s Board of Directors breached their fiduciary duties to the Company’s stockholders by failing to conduct an adequate and fair sales process prior to agreeing to this proposed transaction, whether the proposed transaction undervalues Tower’s shares and by how much this proposed transaction undervalues the Company to the detriment of Tower’s shareholders are the key focus of this investigation.

Faruqi & Faruqi, LLP is a national law firm which represents investors and individuals in class action litigation. The firm is focused on providing exemplary legal services in complex litigation in the areas of securities, shareholder, antitrust and consumer litigation, through all phases of litigation. The firm has an experienced trial team which has achieved significant victories on behalf of the firm’s clients.

If you own common stock in Tower and wish to obtain additional information, please visit us at www.faruqilaw.com/TOBC or contact Juan E. Monteverde, Esq. either via e-mail at jmonteverde@faruqilaw.com or by telephone at (877) 247-4292 or (212) 983-9330.

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Tower Bancorp (MM) (NASDAQ:TOBC)
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