MER Merrill Lynch & CO

NEW YORK, April 16 /PRNewswire/ -- Abbey Spanier Rodd & Abrams, LLP announces the commencement of a class action lawsuit in the United States District Court for the Southern District of New York (09-cv-3748) on behalf of a class (the "Class") of all holders of Merrill Lynch & Co., Inc. (NYSE:MER) ("Merrill Lynch") common stock as of October 10, 2008, the record date for the acquisition of Merrill Lynch by Bank of America Corporation (NYSE:BAC) ("BofA") on January 1, 2009 (the "Acquisition") and/or who acquired BofA common stock pursuant to the consummation of the Acquisition. The Complaint alleges that defendants made material misstatements and omitted information regarding Merrill Lynch's deteriorating financial condition and ultimately the combined companies in public statements and regulatory filings, including, but not limited to, the Joint Proxy Statement and the Registration Statement on Form S-4 issued in connection with the Acquisition. More specifically, the Complaint alleges violations of Section 14(a) of the Securities Exchange Act of 1934 ("1934 Act"), and Rule 14a-9 promulgated thereunder and Sections 11 and 12(a)(2) of the Securities Act of 1933. The Complaint alleges that defendants violated Section 14(a) by their: (a) dissemination of the false and misleading Proxy Statement; and (b) failure to update the Proxy Statement prior to the December 5, 2008 vote on the Acquisition. In addition, more than 1.7 billion shares of BofA common stock were issued to Merrill Lynch shareholders pursuant to the Acquisition. The complaint alleges that defendants violated Section 11 by their: (a) dissemination of the false and misleading Registration Statement; and (b) failure to update the Registration Statement prior to the January 1, 2009 consummation of the Acquisition. The Complaint also alleges violations Sections of 10(b) and 20(a) of the 1934 Act, and Rule 10b-5 promulgated thereunder. Defendants include Merrill Lynch, BofA, John A. Thain, Kenneth D. Lewis, Merrill Lynch Pierce Fenner & Smith, Nelson Chai, Gary Carlin, Joe L. Price, and Neil A. Cotty. The truth regarding Merrill Lynch's financial condition and the condition of the combined companies remained concealed until six weeks after shareholders voted for the Acquisition. After the financial markets closed on January 14, 2009, investors learned that BofA was likely to receive a significant cash infusion from the federal government and that the government had further pledged to backstop billions of dollars of losses on toxic assets - all necessitated by the Acquisition and the deteriorated state of Merrill. On January 2, 2009, the first trading day following BofA's announcement of the completion of the Acquisition, BofA common stock closed at $14.33 per share. In the immediate wake of The Wall Street Journal article on January 14, 2009 concerning Kenneth D. Lewis's (BofA's CEO) secret mission to Washington and the promises he extracted from federal officials, BofA common stock closed at $10.20 per share. When BofA and Merrill Lynch filed their financial statements for the fourth quarter of fiscal year 2008 on January 16, 2009, BofA common stock closed at $7.18 per share. Plaintiff seeks to recover damages on behalf of all Merrill Lynch shareholders who held Merrill Lynch common stock on October 10, 2008 and/or acquired BofA securities on January 1, 2009. If you held Merrill Lynch stock or acquired BofA securities as described herein, and either lost money on the transaction or continue to hold the securities, you are encouraged to join in the action to serve as lead plaintiff. If you wish to serve as a lead plaintiff, you may, no later than June 15, 2009, request that the Court appoint you as lead plaintiff. A lead plaintiff is a representative party that acts on behalf of other class members in directing the litigation. In order to be appointed lead plaintiff, the Court must determine that the class member's claim is typical of the claims of other class members, and that the class member will adequately represent the class. Under certain circumstances, one or more class members may together serve as "lead plaintiffs." Your ability to share in any recovery is not, however, affected by the decision whether or not to serve as a lead plaintiff. Abbey Spanier Rodd & Abrams, LLP has been retained to represent the Class. The attorneys at Abbey Spanier have extensive experience in securities class action cases, and have played lead roles in major cases resulting in the recovery of well over one billion dollars for investors. If you would like to discuss this action or if you have any questions concerning this Notice or your rights as a potential class member or lead plaintiff, you may contact: DATASOURCE: Abbey Spanier Rodd & Abrams, LLP CONTACT: Nancy Kaboolian, Esq. of Abbey Spanier Rodd & Abrams, LLP, +1-212-889-3700, +1-800-889-3701 (Toll Free), Web Site: http://www.abbeygardy.com/

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