Carolina Financial Corporation and First South Bancorp, Inc. Receive Stockholder and Regulatory Approvals for Merger
27 Oktober 2017 - 8:45PM
Carolina Financial Corporation (Nasdaq:CARO), the parent company of
CresCom Bank (“Carolina Financial”), and First South Bancorp, Inc.
(Nasdaq:FSBK), the parent company of First South Bank (“First
South”), announced today that they have received all required
regulatory approvals and the approval of each company’s
stockholders to proceed with the merger of First South with and
into Carolina Financial.
Pursuant to the terms of the Agreement and Plan of Merger and
Reorganization, dated as of June 9, 2017, the initial exchange
ratio of 0.5200 was subject to decrease in the event that the
average closing price per share of Carolina Financial common stock
was greater than $35.14 over a specified period prior to completion
of the merger and Carolina Financial common stock outperformed the
NASDAQ Bank Index by 15% or more between the signing date and the
end of the specified period. Both conditions have been met.
Accordingly, each outstanding share of First South common stock
will be exchanged for 0.5064 shares of Carolina Financial common
stock.
The closing of the mergers of Carolina Financial
and First South and their subsidiary banks are expected to occur on
November 1, 2017. Thereafter, CresCom Bank will operate the former
offices of First South under the name “First South Bank” until the
data processing system conversion, which is currently expected to
occur in March 2018.
About Carolina Financial Corporation
Carolina Financial Corporation (NASDAQ:CARO) is the holding
company of CresCom Bank, which also owns and operates Atlanta-based
Crescent Mortgage Company. As of September 30, 2017, Carolina
Financial Corporation had approximately $2.3 billion in total
assets.
About First South Bancorp, Inc.
First South Bancorp, Inc.(NASDAQ:FSBK) is a
Virginia corporation that serves as the holding company for First
South Bank, a North Carolina-chartered commercial bank.The Company
was originally incorporated as a Delaware corporation in 1996. In
1999, First South changed its state of incorporation from Delaware
to Virginia.
Forward-Looking Statements
Certain statements in this Form 8-K contain “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995, such as statements relating to future plans and
expectations, and are thus prospective. Such forward-looking
statements include, but are not limited to, statements with respect
to plans, objectives, expectations and intentions and other
statements that are not historical facts, and other statements
identified by words such as “believes,” “expects,” “anticipates,”
“estimates,” “intends,” “plans,” “targets,” and “projects,” as well
as similar expressions. Such statements are subject to risks,
uncertainties, and other factors which could cause actual results
to differ materially from future results expressed or implied by
such forward-looking statements. Although the parties making such
statements believe that the assumptions underlying the
forward-looking statements are reasonable, any of the assumptions
could prove to be inaccurate. Therefore, Carolina Financial and
First South provide no assurance that the results contemplated in
the forward-looking statements will be realized. The inclusion of
this forward- looking information should not be construed as a
representation by Carolina Financial, First South, or any other
person that the future events, plans, or expectations contemplated
will be achieved.
Additional Information About the Merger and Where to
Find It
Carolina Financial and First South have filed relevant documents
concerning the merger with the Securities and Exchange Commission
(the “SEC”), including a Registration Statement on Form S-4, which
includes a joint proxy statement of Carolina Financial and First
South and a prospectus of Carolina Financial, as well as other
relevant documents concerning the proposed transaction. 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 off,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such jurisdiction.
STOCKHOLDERS OF CAROLINA FINANCIAL AND FIRST SOUTH ARE URGED TO
READ THE REGISTRATION STATEMENT, THE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS WHEN THEY ARE
FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THOSE DOCUMENTS WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN
IMPORTANT INFORMATION.
Stockholders of Carolina Financial and First South may obtain a
free copy of the joint proxy statement/prospectus, as well as other
filings containing information about the Company and Carolina
Financial, at the SEC’s internet site (http://www.sec.gov). Copies
of the joint proxy statement/prospectus and the filings with the
SEC that will be incorporated by reference in the joint proxy
statement/prospectus can also be obtained, without charge, by
directing a request to: First South Bancorp, Inc., 1311 Carolina
Avenue, Washington, NC 27889, Attention: Scott C. McLean, Executive
Vice President and Chief Financial Officer or Carolina Financial
Corporation, 288 Meeting Street, Charleston, South Carolina 29401,
Attention: William A. Gehman, III, Executive Vice President and
Chief Financial Officer.
For More Information, Contact:William A. Gehman
III, EVP and CFO, 843.723.7700
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