ITEM 8.01 OTHER EVENTS
First-Citizens Bank & Trust Company (First Citizens Bank) and Entegra Financial
Corp. (Entegra) issued a joint press release stating that First Citizens Bank's
previously announced proposal to acquire (by merger) Entegra and its
wholly-owned subsidiary, Entegra Bank, has received the required regulatory
approvals from the Board of Governors of the Federal Reserve System, the Federal
Deposit Insurance Corporation and the Office of the North Carolina Commissioner
of Banks. No further regulatory approvals are required to complete the merger.
Completion of the proposed acquisition remains subject to the satisfaction or
waiver of other closing conditions, and is expected to occur on or about
December 31, 2019. A copy of the joint press release is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
(d) Exhibits
Exhibit 99.1 Press release dated December 16, 2019 .
Cautionary Notes Regarding Forward-Looking Statements
Certain of the statements made in this Press Release may constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The
words "expect," "anticipate," "intend," "plan," "believe," "seek" and
"estimate," and similar expressions, are intended to identify such
forward-looking statements, but other statements not based on historical
information may also be considered forward-looking. Forward-looking statements
include statements about the benefits to Entegra or First Citizens and their
bank subsidiaries of the proposed merger (the Merger), Entegra's and First
Citizens' future financial and operating results, their respective plans,
objectives and intentions, and when the Merger will be completed. All
forward-looking statements are subject to known and unknown risks,
uncertainties, and other factors that may cause the actual results, performance
or achievements to differ materially from any results, performance or
achievements expressed or implied by such forward-looking statements, including,
among others, (1) disruption from the Merger, or recently completed mergers,
with customer, supplier or employee relationships, (2) the requirement by the
Department of Justice, Antitrust Division, that the parties enter into a sale
agreement for three Entegra Bank branches with a competitively suitable
purchaser prior to the close of the Merger (the Branch Divestiture),
(3) uncertainties as to the timing of the Merger and the Branch Divestiture, (4)
the risk that the proposed transactions may not be completed in a timely manner
or at all, (5) the occurrence of any event, change or other circumstances that
could give rise to the termination of the merger agreement related to the
Merger, including under circumstances that would require a party to pay a
termination fee, (6) the possibility that the amount of the costs, fees,
expenses and charges related to the Merger and the Branch Divestiture may be
greater than anticipated, including as a result of unexpected or unknown
factors, events or liabilities, (7) the failure or delay of the other conditions
to the consummation of the Merger to be satisfied or waived, (8) reputational
risk and the reaction of the parties' customers to the Merger and the Branch
Divestiture, (9) the risk of potential litigation or regulatory action related
to the Merger, (10) the risk that the cost savings and any revenue synergies
from the Merger may not be realized or take longer than anticipated to be
realized, (11) general competitive, economic, political and market conditions,
and (12) difficulties experienced in the integration of the businesses.
Additional factors which could affect the forward-looking statements can be
found in reports filed with the Securities and Exchange Commission (SEC) by
First Citizens and Entegra and available on the SEC's website at
http://www.sec.gov. Except as may be required by applicable law, neither First
Citizens nor Entegra undertake any obligation to update or revise any
forward-looking statements contained in this communication, which speak only as
of the date hereof, whether as a result of new information, future events or
otherwise.
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