Item 8.01. Other Events.
On April 27, 2021, Boston Private Financial Holdings, Inc. ("Boston Private")
issued a press release announcing that it convened and adjourned, without
conducting any other business, the special meeting of Boston Private
shareholders scheduled for 10:00 a.m. Eastern time on April 27, 2021, until 9:00
a.m. Eastern time on May 4, 2021. The reconvened special meeting will be held
solely via live webcast and there will not be a physical meeting location.
Boston Private shareholders will be able to attend the special meeting online by
visiting www.cesonlineservices.com/bpfh21_vm.
A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release, dated April 27, 2021
Exhibit 104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document.
FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 including but not limited to
Boston Private's and/or SVB Financial Group's ("SVB Financial") expectations or
predictions of future financial or business performance or conditions.
Forward-looking statements are typically identified by words such as "believe,"
"expect," "anticipate," "intend," "target," "estimate," "continue," "positions,"
"prospects" or "potential," by future conditional verbs such as "will," "would,"
"should," "could" or "may", or by variations of such words or by similar
expressions. These forward-looking statements are subject to numerous
assumptions, risks and uncertainties, which change over time. Forward-looking
statements speak only as of the date they are made and we assume no duty to
update forward-looking statements. Actual results may differ materially from
current projections.
In addition to factors previously disclosed in Boston Private's and SVB
Financial's reports filed with the SEC and those identified elsewhere in this
document, the following factors, among others, could cause actual results to
differ materially from forward-looking statements or historical performance:
ability to obtain regulatory approvals and meet other closing conditions to the
merger, including approval by Boston Private's shareholders on the expected
terms and schedule; delay in closing the merger; the outcome of any legal
proceedings that have been instituted against SVB Financial or Boston Private;
the occurrence of any event, change or other circumstance that could give rise
to the right of one or both parties to terminate the merger agreement providing
for the merger; difficulties and delays in integrating Boston Private's business
or fully realizing cost savings and other benefits; business disruption
following the merger; changes in asset quality and credit risk; the inability to
sustain revenue and earnings growth; the inability to retain existing Boston
Private clients; the inability to retain Boston Private employees; changes in
interest rates and capital markets; inflation; customer borrowing, repayment,
investment and deposit practices; customer disintermediation; the introduction,
withdrawal, success and timing of business initiatives; competitive conditions;
the inability to realize cost savings or revenues or to implement integration
plans and other consequences associated with mergers, acquisitions and
divestitures; economic conditions; the impact, extent and timing of
technological changes, capital management activities, and other actions of the
Federal Reserve Board and legislative and regulatory actions and reforms; and
the impact of the global COVID-19 pandemic on Boston Private's and/or SVB
Financial's businesses, the ability to complete the proposed merger and/or any
of the other foregoing risks. Annualized, pro forma, projected and estimated
numbers are used for illustrative purpose only, are not forecasts and may not
reflect actual results.
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IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed merger, SVB Financial has filed with the SEC a
registration statement on Form S-4 that includes the proxy statement of Boston
Private and a prospectus of SVB Financial. The registration statement on Form
S-4, as amended, was declared effective by the SEC on March 17, 2021, and Boston
Private commenced mailing of the definitive proxy statement/prospectus to its
shareholders on or about March 19, 2021. This communication does not constitute
an offer to sell or the solicitation of an offer to buy any securities or a
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. INVESTORS AND SHAREHOLDERS OF BOSTON PRIVATE ARE URGED TO READ THE
REGISTRATION STATEMENT AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS REGARDING
THE MERGER AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN IMPORTANT
INFORMATION.
A free copy of the definitive proxy statement/prospectus, as well as other
filings containing information about SVB Financial and Boston Private, may be
obtained at the SEC's Internet site (http://www.sec.gov). Copies of documents
filed with the SEC by SVB Financial will be made available free of charge on SVB
Financial's website at http://ir.svb.com or by contacting SVB Financial's
Investor Relations department at 408.654.7400; 3005 Tasman Drive, Santa Clara,
CA 95054; or ir@svb.com. Copies of documents filed with the SEC by Boston
Private will be made available free of charge on Boston Private's website at
http://ir.bostonprivate.com or by contacting Boston Private's Investor Relations
department at 617.912.4386; 10 Post Office Square, Boston, MA 02109; or
abromley@bostonprivate.com.
PARTICIPANTS IN THE SOLICITATION
SVB Financial, Boston Private and certain of their respective directors and
executive officers may be deemed to be participants in the solicitation of
proxies from the shareholders of Boston Private in connection with the proposed
merger. Information about the directors and executive officers of SVB Financial
is set forth in the proxy statement for SVB Financial's 2021 Annual Meeting of
Stockholders, which was filed with the SEC on March 4, 2021, and other documents
filed by SVB Financial with the SEC. Information about the directors and
executive officers of Boston Private is set forth in Boston Private's Form 10-K
for the year ended December 31, 2020, as amended, and other documents filed by
Boston Private with the SEC. Additional information regarding the interests of
those participants and other persons who may be deemed participants in the
transaction may be obtained by reading the definitive proxy statement/prospectus
regarding the proposed merger. Free copies of this document may be obtained as
described in the preceding paragraph.
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