Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description of Exhibit Joint Press Release of Allegiance Bancshares, Inc. and CBTX, Inc. dated 99.1 May 17 , 202 2 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Forward-Looking Statements
Certain statements in this press release which are not historical in nature are intended to be, and are hereby identified as, "forward-looking statements" for purposes of the safe harbor provided by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
These statements include, but are not limited to, statements about the benefits of the proposed merger of CBTX and Allegiance, including future financial performance and operating results (including the anticipated impact of the transaction on CBTX's and Allegiance's respective earnings and book value), statements related to the expected timing of the completion of the merger, the combined company's plans, business and growth strategies, objectives, expectations and intentions, and other statements that are not historical facts, including projections of macroeconomic and industry trends, which are inherently unreliable due to the multiple factors that impact economic trends, and any such variations may be material. Forward-looking statements may be identified by terminology such as "may," "will," "should," "could," "scheduled," "plans," "intends," "projects," "anticipates," "expects," "believes," "estimates," "potential," "would," or "continue" or negatives of such terms or other comparable terminology.
All forward-looking statements are subject to risks, uncertainties and other
factors that may cause the actual results, performance or achievements of
Allegiance or CBTX to differ materially from any results expressed or implied by
such forward-looking statements. Such factors include, among others: (1) the
risk that the cost savings and any revenue synergies from the merger may not be
fully realized or may take longer than anticipated to be realized; (2)
disruption to the parties' businesses as a result of the announcement and
pendency of the merger; (3) the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger agreement;
(4) the risk that the integration of each party's operations will be materially
delayed or will be more costly or difficult than expected or that the parties
are otherwise unable to successfully integrate each party's businesses into the
other's businesses; (5) the failure to obtain the necessary approvals by the
shareholders of Allegiance or CBTX; (6) the amount of the costs, fees, expenses
and charges related to the merger; (7) the ability by each of Allegiance and
CBTX to obtain required governmental approvals of the merger (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 transaction); (8)
reputational risk and the reaction of each company's customers, suppliers,
employees or other business partners to the merger; (9) the failure of the
closing conditions in the merger agreement to be satisfied, or any unexpected
delay in closing the merger; (10) the possibility that the merger may be more
expensive to complete than anticipated, including as a result of unexpected
factors or events; (11) the dilution caused by CBTX's issuance of additional
shares of its common stock in the merger; (12) general competitive, economic,
political and market conditions; (13) the costs, effects and results of
regulatory examinations and investigations or the ability of the parties to
obtain required regulatory approvals; and (14) other factors that may affect
future results of CBTX and Allegiance including changes in asset quality and
credit risk; the inability to sustain revenue and earnings growth; changes in
interest rates and capital markets; inflation; customer borrowing, repayment,
investment and deposit practices; the impact, extent and timing of technological
changes; capital management activities; and other actions of the
Additional factors which could affect future results of CBTX and Allegiance can
be found in CBTX's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q,
and Current Reports on Form 8-K and Allegiance's Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q, and the Current Reports on Form 8-K, in each
case filed with the
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available on the
Information about the Merger and Where to Find It
This release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.
In connection with the proposed merger, CBTX has filed a registration statement
on Form S-4 (Registration No. 333-262322) with the
WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT CBTX, ALLEGIANCE AND THE PROPOSED MERGER.
Investors and security holders may obtain free copies of these documents and
other documents filed with the
Participants in the Solicitation
CBTX, Allegiance and certain of their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies from
the shareholders of CBTX and Allegiance in connection with the proposed merger.
Certain information regarding the interests of these participants and a
description of their direct or indirect interests, by security holdings or
otherwise, are included in the joint proxy statement/prospectus regarding the
proposed merger. Additional information about the directors and executive
officers of CBTX and their ownership of CBTX's common stock is set forth in
CBTX's annual report on Form 10-K, filed with the
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