HomeStreet Announces Approval of Merger with FirstSun
18 Juni 2024 - 10:46PM
Business Wire
HomeStreet, Inc. (“the Company”) (Nasdaq: HMST) today announced
that the preliminary vote count indicates that its shareholders
approved the Agreement and Plan of Merger dated as of January 16,
2024, by and between FirstSun Capital Bancorp, the Company and
Dynamis Subsidiary, Inc., as amended on April 30, 2024. Final
voting results of the shareholder meeting held on June 18, 2024
will be filed with the Company’s Form 8-K on Thursday June 20,
2024.
“The strong vote in favor of our merger with FirstSun reflects
the attractiveness of the combination for the Company,” said Mark
Mason, Chairman of the Board, President, and Chief Executive
Officer. “We are excited to accomplish this milestone in the merger
process and look forward to closing the merger, subject to receipt
of the required regulatory approvals. We believe this merger
represents a unique investment opportunity in an otherwise
challenging banking environment and we look forward to realizing
the benefits for our shareholders.”
About HomeStreet
HomeStreet, Inc. (Nasdaq: HMST) is a diversified financial
services company headquartered in Seattle, Washington, serving
consumers and businesses in the Western United States and Hawaii.
The Company is principally engaged in real estate lending,
including mortgage banking activities, and commercial and consumer
banking. Certain information about our business can be found on our
investor relations web site, located at http://ir.homestreet.com.
HomeStreet Bank is a member of the FDIC and is an Equal Housing
Lender.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This communication contains “forward-looking statements” within
the meaning of the safe harbor provisions of the U.S. 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, regarding the proposed
transaction between the Company and FirstSun Capital Bancorp
(“FirstSun”). In general, forward-looking statements can be
identified through use of words such as “may,” “believe,” “expect,”
“anticipate,” “intend,” “will,” “should,” “plan,” “estimate,”
“predict,” “continue” and “potential” or the negative of these
terms or other comparable terminology, and include statements
related to the expected timing, completion, financial benefits, and
other effects of the proposed mergers (the “Merger”). Forward
looking statements are not historical facts and represent
management’s beliefs, based upon information available at the time
the statements are made, with regard to the matters addressed; they
are not guarantees of future performance. Actual results may prove
to be materially different from the results expressed or implied by
the forward-looking statements. Forward-looking statements are
subject to numerous assumptions, risks and uncertainties that
change over time and could cause actual results or financial
conditions to differ materially from those expressed in or implied
by such statements.
Factors that could cause or contribute to such differences
include, but are not limited to, (1) expected cost savings,
synergies and other financial benefits from the Merger not being
realized within the expected time frames or at all and costs or
difficulties relating to integration matters being greater than
expected, (2) the ability of the Company to obtain the necessary
approval by its shareholders, (3) the ability of FirstSun and the
Company to obtain required governmental and regulatory approvals of
the Merger when expected or at all (and the risk that such
approvals may result in the imposition of conditions that could
adversely affect the combined company or the expected benefits of
the Merger), (4) the ability of FirstSun to consummate their
investment agreements to obtain the necessary capital to support
the transaction, (5) the failure of the closing conditions in the
definitive Agreement and Plan of Merger (as amended from time to
time in accordance with its terms, the “Merger Agreement”), dated
as of January 16, 2024, by and between the Company and FirstSun to
be satisfied, or any unexpected delay in closing the proposed
Merger, (6) the occurrence of any event, change or other
circumstance that could give rise to the right of one or both of
the parties to terminate the Merger Agreement, (7) the diversion of
management's attention from ongoing business operations and
opportunities, (8) potential adverse reactions or changes to
business or employee relationships, including those resulting from
the announcement or completion of the Merger, (9) the outcome of
any legal proceedings that have been or may be instituted against
FirstSun or the Company, (10) the Company’s ability to successfully
consummate the proposed Merger with FirstSun, and (11) the
Company’s ability to dispose of or sell such amounts of certain of
the Company’s commercial real estate loans as the Company and
FirstSun may reasonably determine are deemed necessary to obtain
regulatory approval of the Merger, which disposition or loan sales
is contemplated to be consummated as soon as reasonably practicable
after the closing of the Merger. Further information regarding
additional factors that could affect the forward-looking statements
can be found in the cautionary language included under the headings
“Cautionary Statement Regarding Forward-Looking Statements” and
“Risk Factors” in the registration statement on Form S-4 filed on
March 8, 2024, as amended on May 13, 2024, by FirstSun (the
“Registration Statement”) discussed below, “Cautionary Statement
Regarding Forward-Looking Statements” and “Risk Factors” in the
definitive proxy statement filed by the Company and the prospectus
filed by FirstSun on May 16, 2024 (the “Proxy
Statement/Prospectus”) discussed below, “Cautionary Note Regarding
Forward-Looking Statements” and “Risk Factors” in the Company’s
Quarterly Report on Form 10-Q for the quarter ended March 31, 2024
and other documents subsequently filed by FirstSun and the Company
with the U.S. Securities and Exchange Commission (“SEC”).
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240618764535/en/
Executive Vice President and Chief Financial Officer
HomeStreet, Inc. John Michel (206) 515-2291
john.michel@homestreet.com http://ir.homestreet.com
HomeStreet (NASDAQ:HMST)
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