Item 8.01 Other Events.
Additional Disclosure in Response to Threatened Litigation Relating to the Merger
On or about
The parties subsequently received additional demand letters from other potential
plaintiffs making similar allegations, including a lawsuit filed against the
Company on or about
Solely to avoid the costs, risks, and uncertainties inherent in potential
litigation, and to allow the Company's shareholders to vote on the proposals
required in connection with the proposed Merger at the special meeting of the
Company's shareholders, the Company has agreed to supplement the disclosures
contained in the Proxy Statement/Prospectus ("Additional Disclosures"). The
Additional Disclosures are set forth below and should be read in conjunction
with the Proxy Statement/Prospectus filed by the Company on
The Additional Disclosures moot the disclosure claims asserted in the Demand Letter, and, as a result, the Plaintiff has informed the Company that a lawsuit will not be filed in connection with the claims asserted in the Demand Letter.
The Company and Columbia vigorously deny that they have committed or aided and abetted in the commission of any violation of law or engaged in any of the wrongful acts that were alleged in the Demand Letter, and expressly maintain that, to the extent applicable, they diligently and scrupulously complied with their fiduciary duties and are entering into the agreement to make the Additional Disclosures solely to eliminate the burden and expense of potential litigation, to put the claims that were or could have been asserted to rest, and to avoid any possible delay to the closing of the Merger that might arise from litigation. Nothing in this document shall be deemed an admission of the legal necessity or materiality under any applicable laws for any of the disclosures set forth herein.
SUPPLEMENT TO PROXY STATEMENT/PROSPECTUS
The Company and Columbia have agreed to make the following amended and supplemental disclosures to the Proxy Statement/Prospectus. This supplemental information should be read in conjunction with the Proxy Statement/Prospectus, which should be read in its entirety. Certain terms used but not defined herein have the meanings set forth in the Proxy Statement/Prospectus. Without admitting in any way that the disclosures below are material or otherwise required by law, the Company and Columbia make the following amended and supplemental disclosures:
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Opinion of
The disclosure under the heading "The Mergers - Opinion of Raymond James- Material Financial Analyses" and the subheading "Selected Companies Analysis." is hereby amended by deleting the list of companies following the first paragraph of this subsection on page 34 of the Proxy Statement/Prospectus and replacing it with the following, all of which otherwise is publicly-available:
Price / TBV per Share LTM EPS '21E EPS '22E EPS • Sierra Bancorp 126% 10.3x 9.6x 9.9x • Bank of Marin Bancorp 133% 13.4x 15.1x 13.4x • BayCom Corp 96% 13.5x 10.4x 10.5x • Central Valley Community Bancorp 133% 11.7x 10.1x 11.4x • Five Star Bancorp 221% NA 12.5x 13.5x • California BanCorp 113% 22.0x 14.7x 12.4x • Oak Valley Bancorp 116% 9.6x NA NA • United Security Bancshares 120% 18.1x NA NA
The disclosure under the heading "The Mergers - Opinion of Raymond James- Material Financial Analyses" and the subheading "Selected Transaction Analysis." is hereby amended by deleting the lists of transactions following the first paragraph of this subsection on page 35 and 36 of the Proxy Statement/Prospectus and replacing it with the following, all of which otherwise is publicly-available:
Regional Transactions: SUMMARY TRANSACTION MULTIPLES Deal Value Deal Value / Premium / / LTM Earnings Core Deposits TBV • Acquisition of First 200% 14.0x 13.1%Choice Bancorp by Enterprise Financial Services Corp (04/26/2021) • Acquisition of 156% 29.7x 6.7% Pacific Mercantile Bancorp by Banc of California, Inc. (03/22/2021) • Acquisition of 156% 10.5x 5.5%Seacoast Commerce Banc Holdings by Enterprise Financial Services Corp (08/20/2020) National Transactions: SUMMARY TRANSACTION MULTIPLES Deal Value Deal Value / Premium / / LTM Earnings Core Deposits TBV • Acquisition of County 138% 15.3x 6.7%Bancorp, Inc. by Nicolet Bankshares, Inc. (06/22/2021) • Acquisition of 143% 14.0x 8.0%Landmark Community Bank by Simmons First National Corporation (06/07/2021) • Acquisition of 177% 14.7x 11.7% Community Bankers Trust Corporation by United Bankshares, Inc. (06/03/2021) • Acquisition of TGR 180% 17.4x 7.4%Financial, Inc. by First Foundation Inc. (06/03/2021) • Acquisition of Select 187% 23.5x 11.0%Bancorp, Inc. by First Bancorp (06/01/2021) • Acquisition of 291% 22.2x 20.0% Altabancorp by Glacier Bancorp, Inc. (05/18/2021) • Acquisition of First 200% 14.0x 13.1%Choice Bancorp by Enterprise Financial Services Corp (04/26/2021) • Acquisition of 173% 18.5x 8.9% Mackinac Financial Corporation by Nicolet Bankshares, Inc. (04/12/2021) • Acquisition of 141% 13.0x 5.8% Premier Financial Bancorp, Inc. by Peoples Bancorp Inc. (03/29/2021) • Acquisition of 156% 29.7x 6.7% Pacific Mercantile Bancorp by Banc of California, Inc. (03/22/2021) • Acquisition of 172% 16.4x 9.8%Kentucky Bancshares, Inc. by Stock Yards Bancorp, Inc. (01/27/2021) • Acquisition of 112% 17.1x 1.3%Cummins-American Corp. by First Busey Corporation (01/19/2021) • Acquisition of LINCO 107% 21.0x 1.4%Bancshares, Inc. by First Mid Bancshares, Inc. (09/28/2020) • Acquisition of 140% 23.8x 6.8% Standard AVBFinancial Corp. byDollar Mutual Bancorp (09/25/2020) • Acquisition of 156% 10.5x 5.5%Seacoast Commerce Banc Holdings by Enterprise Financial Services Corp (08/20/2020) • Acquisition of SB One 125% 9.4x 3.3% Bancorp by Provident Financial Services, Inc. (03/12/2020) • Acquisition of Three 156% 14.8x 4.4% ShoresBancorporation, Inc. byUnited Community Banks, Inc. (03/09/2020)
The disclosure under the heading "The Mergers - Opinion of Raymond James- Material Financial Analyses" and the subheading "Discounted Cash Flow Analysis" is hereby amended by deleting the first sentence of the first paragraph of this section on page 37 of the Proxy Statement/Prospectus and replacing it with the following:
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The disclosure under the heading "The Mergers - Opinion of Raymond James- Material Financial Analyses" and the subheading "Discounted Cash Flow Analysis" is hereby supplemented by adding the following to the first paragraph on page 37 of the Proxy Statement/Prospectus as a new second sentence:
Free cash flows were determined using publicly available consensus analyst
estimates for the years 2021 and 2022, with further years extrapolated based on
growth rates, all of which were provided to
The disclosure under the heading "The Mergers - Opinion of Raymond James- Material Financial Analyses" and the subheading "Discounted Cash Flow Analysis" is hereby supplemented by adding the following to the second paragraph on page 37 of the Proxy Statement/Prospectus as a new third sentence:
The disclosure under the heading "The Mergers - Opinion of Raymond James- Material Financial Analyses" and the subheading "Discounted Cash Flow Analysis" is hereby amended by deleting the last sentence of the second paragraph on page 37 of the Proxy Statement/Prospectus and replacing it with the following:
The disclosure under the heading "The Mergers - Opinion of Raymond James- Material Financial Analyses" and the subheading "Miscellaneous" is hereby supplemented by adding the following sentence to the end of the first full paragraph in this section on page 39 of the Proxy Statement/Prospectus:
For these services,
Caution Regarding Forward-Looking Statements
This current report on Form 8-K contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements can be identified by words such as "estimate," "expect," "will," and
similar references to future periods. Such forward-looking statements include
but are not limited to statements regarding the expected closing and potential
benefits of the business combination transaction involving the Company and
Columbia, including future financial and operating results, the combined
company's plans, objectives, expectations and intentions, and other statements
that are not historical facts regarding either company or the proposed
combination of the companies. These forward-looking statements are subject to
risks and uncertainties, many of which are outside of our control, that may
cause actual results or events to differ materially from those projected,
including but not limited to the following: risks that the merger transaction
will not close when expected or at all because required regulatory, shareholder
or other approvals or conditions to closing are delayed or not received or
satisfied on a timely basis or at all; risks that the benefits from the
transaction may not be fully realized or may take longer to realize than
expected, including as a result of changes in general economic and market
conditions, interest and exchange rates, monetary policy, laws and regulations
and their enforcement, and the degree of competition in the geographic and
business areas in which the Company and Columbia operate; uncertainties
regarding the ability of
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This report is being filed in respect of the proposed merger transaction involving the Company and Columbia. This communication does not constitute an offer to sell or the solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Additional Information and Where to Find It
This communication is being made in respect of a proposed business combination
involving the Company and Columbia. In connection with the proposed transaction,
Columbia has filed a registration statement on Form S-4/A with the
THE COMPANY AND COLUMBIA URGE INVESTORS AND SECURITY HOLDERS TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
A free copy of the Proxy Statement/Prospectus included in the Registration
Statement, as well as other filings containing information about Columbia, may
be obtained at the
Participants in the Solicitation
The Company and Columbia and certain of the Company's directors and executive
officers and certain other persons may be deemed to be participants in the
solicitation of proxies from the shareholders of the Company in connection with
the proposed merger transaction. Information about the directors and executive
officers of the Company is set forth in the proxy statement for the Company's
2021 annual meeting of shareholders, as filed with the
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