National City Corp. is facing two shareholder lawsuits over its attempt to boost its stake in a transaction-processing unit.
The $85 billion-asset banking company has been in talks since March to add to its 88% stake in National Processing Inc., a unit that handles credit card transactions, checks, and airline tickets.
On Tuesday, National City began a cash tender offer to buy the remaining shares outstanding directly from stockholders for $9.50 a share. National Processing's board had rejected an identical offer last week. The stock was trading at $10.125 at midday Thursday.
In the two lawsuits, shareholders allege that both companies breached their fiduciary duties during the negotiations because they failed "to exercise independent business judgment" and acted to "the detriment of ... public shareholders for their own personal benefit," according to a June 30 filing with the Securities and Exchange Commission.
The plaintiffs, who sued in state court in Ohio on June 23, are seeking class-action status.
National City vowed in its SEC filing to fight the suits, which it said are "without merit." A representative of National Processing could not immediately be reached for comment.