Atlantic Union discloses shareholder lawsuits over Sandy Spring merger; issues supplemental proxy disclosures

Atlantic Union Bankshares Corp

Three shareholder lawsuits filed in CT and NY allege misleading merger disclosures; demand letters also received from Sandy Spring stockholders.
Atlantic Union and Sandy Spring deny wrongdoing but issue supplemental proxy disclosures to avoid litigation risk and delays.
Supplemental disclosures reveal Atlantic Union initially offered 0.85 exchange ratio; final ratio 0.900 with implied premium of 10.2%–14.2%.
Merger projected accretive to Atlantic Union's 2025E EPS by ~23% (Morgan Stanley) and 15.5% (KBW); tangible book value dilution ~8%.
Atlantic Union retains Sodali & Co. for proxy solicitation at $25K fee plus expenses; no prior relationship.

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