(Aiding and Abetting the Board's Breaches of Fiduciary Duties Against Anchor and Old National)  (Breach of Fiduciary Duties Against the Individual Defendants)  (Individual Claim for Violation of Section 20(a) of the 1934 Act Against the Individual Defendants and Old National)  (Individual Claim for Violation of SectÍon 14(a) of the 1934 Act and Rule 14a-9 Promulgated Thereunder Against the Individual Defendants and Anchor)  23. Plaintiff brings this action as a class action on behalf of himself and the other public stockholders of Anchor (the "Class"). Excluded from the Class are defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated with any defendant.  24. This action is properly maintainable as a class action.  25. The Class is so numerous that joinder of all members is impracticable. As of October 30, 2015, there were approximately 9,598,487 shares of Anchor common stock outstanding, held by hundreds, if not thousands, of individuals and entities scattered throughout the country.  26.  Questions of law and fact are common to the Class, including, among others: (i) whether defendants have breached their fiduciary duties owed to plaintiff and the Class and/or aided and abetted such breaches; and (ii) whether defendants will irreparably harm plaintiff and the other members of the Class if defendants' conduct complained of herein continues.  28. The prosecution of separate actions by individual members of the Class would create the risk of inconsistent or varying adjudications that would establish incompatible standards of conduct for defendants, or adjudications that would, as a practical matter, be dispositive of the interests of individual members of the Class who are not parties to the adjudications or would substantially impair or impede those non-party Class members' ability to protect their interests.  29.  Defendants have acted, orrefused to act, on grounds generally applicable to the Class as a whole, and are causing injury to the entire Class. Therefore, final injunctive relief on behalf of the Class is appropriate. 30. Anchor is the holding company for AnchorBank, which is a leading lender in residential housing and commercial real estate. It provides a comprehensive suite of investment products and services to individuals and businesses through Anchor Investment Services. AnchorBank has forty-six branches across V/isconsin.  31.  The Company is positioned for future growth and success.  33. On December 29,2015, Anchor issued a press release wherein it announced its financial results for the quarter ended September 30,2015. The Company recorded a profitable quarter with net income of $15.5 million compared to $5 million for the quarter ended September 30,2014. Diluted EPS was $1.62 for the quarter, compared to $0.55 per diluted share for the quarter ended September 30,2014. With respect to the financial results, Individual Defendant Bauer commented: Following last quarter's excellent results, we are posting another quarter of strong financial performance. Our continued focus on loan quality improvement has warranted the reduction of our allowance for loan loss this quarter. V/hile the reduction is significant, our loan loss reserve levels remain solid. This quarter's performance builds on over two years of profitable results and last quarter's reversal of substantially all of the deferred tax asset valuation allowance[.] The Fløwed Process Leading Up to the Proposed Trønsactíon  34. The Proposed Transaction is the result of a flawed and inadequate process, and the Registration Statement provides very little detail to Anchor's shareholders regarding this process.  36. The Board apparently did not meet again regarding the Company's strategic options until July 29, 2015, when "Anchor management and representatives of J.P. Morgan reported to the Anchor board preliminary information gathered from meetings with the contacted parties." The Registration Statement fails to provide any description of the information gathered, the number of parties contacted, and whether any parties expressed interest in a potential transaction with Anchor.  37. Nearly a month later, on August 26,2015, the Board met to further discuss Anchor's strategic options. According to the Registration Statement, "Anchor management and representatives of J.P. Morgan reported regarding further preliminary feedback from the contacted parties." Again, the Registration Statement completely fails to provide any description of the "feedback" received or how many parties were contacted.  38.  For reasons undisclosed to Anchor's shareholders, the Board determined that "late October or early November would be an appropriate time to formally contact certain of the contacted parties to solicit their interest in a strategic transaction with Anchor."  39. On October 26,2015 - more than eight months after utilizing J.P. Morgan to run Anchor's strategic exploration process - the Company formally engaged J.P. Morgan to serve as its financial advisor in connection with the process.  40. On October 28, 2015, the Board directed J.P. Morgan to contact five potential partners to solicit their interest in a strategic transaction with Anchor.  42. On December 2, 2015, Anchor received written non-binding indications of interest from Old National and one other potential partner ("Party B"). The Registration Statement completely fails to disclose the terms of the indications of interest, including the amount and type of consideration offered. The Registration Statement further fails to disclose whether Anchor made counteroffer(s) to Old National and/or Party B.  43. On December 28, 2015, for reasons undisclosed, Party B informed J.P. Morgan that it would no longer pursue a strategic transaction with Anchor.  44. On January 6, 2016, Anchor received Old National's hnal, written non-binding indication of interest, which "provided for aproposed merger consideration of $48,50 per share and a consideration mix of 60.0 percent Old National common stock and 40.0 percent cash." Anchor shareholders who elected stock consideration would receive 3.5505 shares of Old National common stock per Company share.  45. On January 10,2016, the Board unanimously approved the Merger Agreement, and the Merger Agreement was executed the following day. The Inadequate Proposed Transaction  46.  Despite the Company's prospects for future growth and success, the Board caused the Company to enter into the Merger Agreement, pursuant to which Anchor will be acquired by Old National for inadequate consideration.  47. To the detriment of the Company's stockholders, the terms of the Merger Agreement substantially favor Old National and are calculated to unreasonably dissuade potential suitors from making competing offers.  49. Section 6.10(a) of the Merger Agreement goes on to state that Anchor shall "not terminate, waive, amend, release or modify any provision of any confidentiality or standstill agreement with respect to any Acquisition Proposal, and shall enforce the provisions of any such agreement."  51.  Signif,rcantly, the Merger Agreement does not contain a "fiduciary out" provision that would permit the Board to terminate the Merger Agreement if failing to do so would constitute a breach of the Individual Defendants' fiduciary duties. Thus, even if the Board receives a superior acquisition proposal, the Board cannot terminate the Merger Agreement.  52. The Merger Agreement also contains a "force the vote" provision in Section  53. Further locking up control of the Company in favor of Old National is Section 8.2 of the Merger Agreement, which contains a provision for a "termination fee" of $15 million, payable by the Company to Old National under certain circumstances. Anchor may also be required to reimburse "all of Old National's actual and reasonably documented out of pocket fees and expenses."  54. By agreeing to all of the deal protection devices, the Individual Defendants have locked up the Proposed Transaction and have precluded other bidders from making successful competing offers for the Company.  55. Furthermore, certain of the Company's directors and offrcers stand to receive significant benefits and, thus, have reason to support the Proposed Transaction.  56. For example, according to the Registration Statement, the Company's executive officers may retain their employment positions following the consummation of the Proposed Transaction.  58. The consideration to be paid to plaintiff and the Class in the Proposed Transaction is inadequate because, among other things, the intrinsic value of the Company is materially in excess of the amount offered in the Proposed Transaction.  59. Accordingly, the Proposed Transaction will deny Class members their right to share proportionately and equitably in the true value of the Company's business, and future growth in profits and earnings.  6.a@) that requires the Board to submit the Proposed Transaction to a stockholder vote even if the Board recommends against the Proposed Transaction.  60. As a result, defendants have breached their fiduciary duties that they owe to the Company's public stockholders because the stockholders will not receive adequate value for their Company common stock in the Proposed Transaction. The Materially Incomplete and Misleadíng RegßtratÍon Stutement  61. Defendants filed the Registration Statement with the SEC in connection with the Proposed Transaction. As discussed below and elsewhere herein, the Registration Statement omits material information that must be disclosed to Anchor's stockholders to enable them to render an informed decision with respect to the Proposed Transaction.  62. The Registration Statement omits material information with respect to the process and events leading up to the Proposed Transaction, as well as the opinions and analyses of the Company's financial advisor, J.P. Morgan. This omitted information, if disclosed, would significantly alter the total mix of information available to Anchor's stockholders.  64. With respect to Anchor's financial projections, the Registration Statement only discloses net income and total assets for years 2016-2026. The Registration Statement fails to disclose the remaining financial projection line items available for Anchor for each of those years, including, but not limited to, EPS, dividends per share, and tangible book value per share.  65. The Registration Statement fails to disclose Old National's financial projections, despite the fact that a majority of the merger consideration is Old National common stock.  66. The Registration Statement fails to disclose the estimated amount and timing of the cost savings and related expenses and synergies expected to result from the Proposed Transaction.  67. V/ith respect to J.P. Morgan's Anchor Public Trøding Multiples Analysis, the Registration Statement fails to disclose the individual multiples for each of the selected companies observed by J.P. Morgan in its analysis, including price/adjusted 2016E EPS, price/adjusted tangible book value per share ("TBV"), and 20168 adjusted return on average tangible common equity ("ROATCE").  68. V/ith respect to J.P. Morgan's Precedent Transactions Analysis, the Registration Statement fails to disclose the multiples for each of the selected transactions observed by J.P. Morgan in its analysis, including next twelve months ("NTM") EPS.  69. V/ith respect to J.P. Morgan's Old National Public Trading Multiples Analysis, the Registration Statement fails to disclose the multiples for each of the selected companies observed by J.P. Morgan in its analysis, including pricel20l6E EPS, price/TBV, and 20168 71. Plaintiff repeats and realleges the preceding allegations as if fully set forth herein.  72. The Individual Defendants disseminated the false and misleading Registration Statement, which contained statements that, in violation of Section l4(a) of the 1934 Act and Rule 14a-9, in light of the circumstances under which they were made, omitted to state material facts necessary to make the statements therein not materially false or misleading. Anchor is liable as the issuer of these statements.  73. The Registration Statement was prepared, reviewed, andlor disseminated by the Individual Defendants. By virtue of their positions within the Company, the Individual Defendants were aware of this information and their duty to disclose this information in the Registration Statement.  75. The omissions and false and misleading statements in the Registration Statement are material in that a reasonable shareholder will consider them important in deciding how to vote on the Proposed Transaction. In addition, a reasonable investor will view a full and accurate disclosure as significantly altering the total mix of information made available in the Registration Statement and in other information reasonably available to shareholders.  76. The Registration Statement is an essential link in causing plaintiff to approve the Proposed Transaction.  77. By reason of the foregoing, defendants violated Section 14(a) of the 1934 Act and Rule 14a-9 promulgated thereunder.  78. Because of the false and misleading statements in the Registration Statement, plaintiff is threatened with ineparable harm. 79. Plaintiff repeats and realleges the preceding allegations as if fully set forth herein.  81. Each of the Individual Defendants and Old National was provided with or had unlimited access to copies of the Registration Statement alleged by plaintiff to be misleading prior to and/or shortly after these statements were issued and had the ability to prevent the issuance of the statements or cause them to be corrected.  82. In particular, each of the Individual Defendants had direct and supervisory involvement in the day-to-day operations of the Company, and, therefore, is presumed to have had the power to control and influence the particular transactions giving rise to the violations as alleged herein, and exercised the same. The Registration Statement contains the unanimous recommendation of the Individual Defendants to approve the Proposed Transaction. They were thus directly in the making of the Registration Statement.  83. Old National also had direct supervisory control over the composition of the Registration Statement and the information disclosed therein, as well as the information that was omitted andlor misrepresented in the Registration Statement.  84. By virtue of the foregoing, the Individual Defendants and Old National violated Section 20(a) of the 1934 Act.  86. Plaintiff repeats and realleges the preceding allegations as if fully set forth herein.  87. As members of the Company's Board, the Individual Defendants have fiduciary obligations to: (a) undertake an appropriate evaluation of Anchor's net worth as a merger/acquisition candidate; (b) take all appropriate steps to enhance Anchor's value and attractiveness as a merger/acquisition candidate; (c) act independently to protect the interests of the Company's public stockholders; (d) adequately ensure that no conflicts of interest exist between the Individual Defendants' own interests and their fiduciary obligations, and, if such conflicts exist, to ensure that all conflicts are resolved in the best interests of Anchor's public stockholders; (e) actively evaluate the Proposed Transaction and engage in a meaningful auction with third parties in an attempt to obtain the best value on any sale of Anchor; and (f) disclose all material information to the Company's stockholders.  88. The Individual Defendants have breached their fiduciary duties to plaintiff and the Class.  90. As such, unless the Individual Defendants' conduct is enjoined by the Court, they will continue to breach their fiduciary duties to plaintiff and the other members of the Class.  91. Plaintiff and the members of the Class have no adequate remedy at law. 92. Plaintiff repeats and realleges the preceding allegations as if fully set forth herein.  93. Defendants Anchor and Old National knowingly assisted the Individual Defendants' breaches of fiduciary duties in connection with the Proposed Transaction, which, without such aid, would not have occurred. In connection with discussions regarding the Proposed Transaction, Anchor provided, and Old National obtained, sensitive non-public information concerning Anchor and thus had unfair advantages that are enabling it to pursue the Proposed Transaction, which offers unfair and inadequate consideration.  94. As a result of this conduct, plaintiff and the other members of the Class have been and will be damaged in that they have been and will be prevented from obtaining fair consideration for their Anchor shares.  95. Plaintiff and the members of the Class have no adequate remedy at law. Background of the Company 