LIMESTONE BANCORP, INC. ITEM 1.01. Entry into a Material Definitive Agreement
On
Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, each record holder of Limestone common stock (other than "Dissenting Shares" (as defined in the Merger Agreement)) will receive 0.90 shares of Peoples common stock in a tax-free exchange for each share of Limestone common stock. Cash will be paid in lieu of fractional shares. Consummation of the Merger is subject to approval by federal and state banking regulatory authorities, approval by the shareholders of Limestone and Peoples and certain other conditions set forth in the Merger Agreement.
The Merger Agreement contains (a) customary representations and warranties of Peoples and Limestone, including, among others, with respect to corporate organization, capitalization, corporate authority, third party and governmental consents and approvals, financial statements, and compliance with applicable laws, (b) covenants of Limestone to conduct its business in the ordinary course until the Merger is completed, (c) covenants of Limestone to use reasonable efforts to preserve intact its business organization and assets and maintain its rights and franchises, and (d) covenants of Peoples and Limestone to take, or not to take, certain actions during the term of the Merger Agreement. Limestone has also agreed not to (a) solicit proposals relating to alternative business combination transactions or (b) maintain discussions concerning any proposals for alternative business combination transactions.
Each party's obligation to consummate the Merger is subject to various conditions, including (a) receipt of the requisite approval of the holders of Limestone common stock of the Merger and the Merger Agreement, (b) the requisite approval of the holders of Peoples common stock of the Merger and the Merger Agreement, (d) receipt of regulatory approvals, (d) effectiveness of the registration statement to be filed by Peoples with respect to the Peoples common stock to be issued in the Merger, (e) the accuracy of the representations and warranties of the other party in all material respects, (f) compliance by the other party with its covenants in all material respects, and (g) the absence of a material adverse effect as to the other party.
The Merger Agreement contains certain termination rights for Peoples and
Limestone, as the case may be, applicable upon: (i) certain adverse regulatory
decisions in relation to the Merger, (ii) if the Merger has not been closed by
In connection with the Merger Agreement, the members of the Board of Directors
of Limestone and the holder of Limestone's non-voting common stock, all of whom
collectively hold approximately 19.1% of the outstanding shares of Limestone
voting common stock and 100% of the outstanding shares of Limestone non-voting
common stock as of
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The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference. The form of Support Agreement executed by directors of Limestone is included as an exhibit to the Merger Agreement and is incorporated herein by reference.
As described in Item 3.03 of this Report, which is incorporated by reference, in
conjunction with the execution of the Merger Agreement, on
ITEM 3.03. Material Modification to Rights of Security Holders
On
The original Tax Preservation Plan is described in and included as Exhibit 4.1
to the Company's Current Report on Form 8-K filed
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ITEM 7.01. Regulation FD Disclosure.
On
Cautionary Statement
The Merger Agreement and Support Agreement have been included in this Current Report on Form 8-K to provide investors with information regarding their terms. Except for the status of each such agreement as the contractual document that establishes and governs the legal relations among the parties thereto with respect to the transactions described in this report, the Merger Agreement and Support Agreement are not intended to be a source of factual, business or operational information about the parties thereto.
The representations, warranties, covenants and agreements made by the parties to
the Merger Agreement are made as of specific dates and are qualified and
limited, including by information in disclosure schedules that the parties
exchanged in connection with the execution of such Merger Agreement. Moreover,
certain of the representations and warranties are subject to a contractual
standard of materiality that may be different from what may be viewed as
material to shareholders. Representations and warranties may be used as a tool
to allocate risks between the parties to the Merger Agreement, including where
the parties do not have complete knowledge of all facts. Accordingly, the Merger
Agreement is included with this filing only to provide investors with
information regarding the terms of the Merger Agreement, and not to provide
investors with any other factual information regarding Peoples or Limestone,
their respective affiliates or their respective businesses. The Merger Agreement
should not be read alone, but should instead be read in conjunction with the
other information regarding Peoples, Limestone, their respective affiliates or
their respective businesses, the Merger Agreement and the Merger that will be
contained in, or incorporated by reference into, the Registration Statement on
Form S-4 to be filed by Peoples that will include a proxy statement of Limestone
and Peoples and a prospectus of Peoples, as well as in the Forms 10-K,
Forms 10-Q and other filings that each of Peoples and Limestone make with the
Additional Information
Communications in this Report do not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any proxy
vote or approval. The Merger will be submitted to the Limestone shareholders for
their consideration. In connection therewith, Peoples will file a Registration
Statement on Form S-4 with the
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Peoples and Limestone and certain of their directors and executive officers may
be deemed to be participants in the solicitation of proxies from the
shareholders of Limestone in connection with the proposed Merger. Information
about the directors and executive officers of Peoples is set forth in the proxy
statement for Peoples' 2022 annual meeting of shareholders, as filed with the
ITEM 9.01. Financial Statements and Exhibits
(d) Exhibits:
2.1 Agreement and Plan of Merger by and between Peoples Bancorp, Inc. and
Limestone Bancorp, Inc. dated October 24, 2022 .*
4.1 Tax Benefits Preservation Plan, dated as of June 25, 2015, between the
Company and American Stock Transfer Company , as Rights Agent, filed as
Exhibit 4.1 to Form 8-K filed June 29, 2015 is incorporated by reference .
4.2 Amendment No. 1 to the Tax Benefits Preservation Plan dated August 5,
2015, filed as Exhibit 4.2 to the Quarterly Report on Form 10-Q filed August
5, 2015 is incorporated by reference .
4.3 Amendment No. 2 to the Tax Benefits Preservation Plan dated May 23, 2018,
filed as Exhibit 4 to the Form 8-K filed May 23, 2018 is incorporated by
reference .
4.4 Amendment No. 3 to the Tax Benefits Preservation Plan dated November
25, 2019, filed as Exhibit 4.4 to the Company's Form 8-K filed November 27,
2019 is incorporated by reference .
4.5 Amendment No. 4 to the Tax Benefits Preservation Plan dated May 19,
2021, filed as Exhibit 4 to the Company's Form 8-K filed May 19, 2021 is
incorporated by reference .
4.6 Amendment No. 5 to the Tax Benefits Preservation Plan dated October 24,
2022 .
99.1 Press Release dated October 25, 2022 .
99.2 Press Release dated October 25, 2022 .
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* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K but
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