Carolina Trust BancShares Announces Shareholder Approval for Merger with Carolina Financial Corporation
18 Dezember 2019 - 10:25PM
Carolina Trust BancShares, Inc. (“Carolina Trust”) (NASDAQ: CART),
the parent company of Carolina Trust Bank, announced today the
receipt of required shareholder approval to consummate its
previously announced merger with Carolina Financial Corporation,
Charleston, South Carolina (“Carolina Financial”) (NASDAQ:
CARO). At a shareholders’ meeting held on December 18, 2019,
Carolina Trust’s shareholders approved the merger agreement and the
merger of Carolina Trust with and into Carolina Financial.
With respect to the merger proposal, 99% of the shares voted at the
meeting were cast in favor of the proposal to approve the merger
agreement with Carolina Financial.
The merger, which has received all required regulatory
approvals, is expected to close on December 31, 2019, subject to
satisfaction of other customary closing conditions.
About Carolina Trust BancShares, Inc.Carolina
Trust is the registered bank holding company of Carolina Trust
Bank. Carolina Trust Bank is a full-service, state-chartered
community bank headquartered in Lincolnton, NC. The bank
operates 11 full-service offices and one loan production office in
the Piedmont and Mountain Regions of the Carolinas to the north and
west of Charlotte, NC.
Cautionary Language Regarding Forward-Looking
StatementsThis press release contains certain
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Carolina Trust
intends such forward-looking statements to be covered by the
safe-harbor provisions for forward-looking statements contained in
the Private Securities Litigation Reform Act of 1995 and is
including this statement for purposes of these safe-harbor
provisions. Forward-looking statements, which are based on certain
assumptions and describe future plans, strategies, and expectations
of Carolina Trust, are generally identified by the use of words
such as “believe,” “expect,” “intend,” “anticipate,” “estimate,” or
“project” or similar expressions. Carolina Trust’s ability to
predict results, or the actual effect of future plans or
strategies, is inherently uncertain. Factors that could impact the
forward-looking statements contained herein or that could have a
material adverse effect on the operations and future prospects of
Carolina Trust and Carolina Financial include, but are not limited
to: the ability to meet other closing conditions to the proposed
merger between Carolina Trust and Carolina Financial; the ability
to complete the merger as expected and within the expected
timeframe; disruptions to customer and employee relationships and
business operations caused by the merger; the ability to implement
integration plans associated with the merger transaction, which
integration may be more difficult, time-consuming or costly than
expected; the ability to achieve the cost savings and synergies
contemplated by the merger within the expected timeframe, or at
all; changes in local and national economies, or market conditions;
changes in interest rates; regulations and accounting principles;
changes in policies or guidelines; loan demand and asset quality,
including real estate values and collateral values; deposit flow;
the impact of competition from traditional or new sources; and the
other factors detailed in Carolina Trust’s publicly filed documents
with the SEC. These risks and uncertainties should be considered in
evaluating forward-looking statements and undue reliance should not
be placed on such statements. Carolina Trust assumes no obligation
to revise, update, or clarify forward-looking statements to reflect
events or conditions after the date of this release.
Additional Information About the Merger
and Where to Find ItCarolina Financial has filed a
Registration Statement on Form S-4 (Registration No: 333-233640),
which was declared effective on October 21, 2019, which includes a
proxy statement of Carolina Trust and a prospectus of Carolina
Financial, as well as other relevant documents concerning the
proposed Carolina Trust transaction. Carolina Trust mailed the
final proxy statement/prospectus to its shareholders on or about
October 28, 2019. BEFORE MAKING ANY ELECTION DECISION, SHAREHOLDERS
OF CAROLINA TRUST ARE URGED TO READ THE REGISTRATION STATEMENT, THE
PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE
DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. This
communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, 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 such jurisdiction.
Shareholders of Carolina Trust are able to
obtain a free copy of the proxy statement/prospectus, as well as
other filings containing information about Carolina Financial and
Carolina Trust, at the SEC’s internet site (http://www.sec.gov).
Copies of the proxy statement/prospectus and the filings with the
SEC that are incorporated by reference in the proxy
statement/prospectus can also be obtained, without charge, by
directing a request to: Carolina Financial Corporation, 288 Meeting
Street, Charleston, South Carolina 29401, Attention: William A.
Gehman, III, Executive Vice President and Chief Financial Officer
or Carolina Trust BancShares, Inc., 901 East Main Street,
Lincolnton, NC 28092, Attention: Edwin Laws, Chief Financial
Officer.
CONTACT:Carolina Trust
BancShares, Inc.Jerry L. Ocheltree(704) 735-1104
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