Item 8.01. Other Events.
On
In connection with the announcement of the Merger Agreement, BancShares and CIT intend to provide supplemental information regarding the proposed transaction in connection with presentations to analysts and investors. The slides that will be made available in connection with the presentations are attached hereto as Exhibit 99.2 and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description of Exhibit
99.1 Joint Press Release, datedOctober 16, 2020 99.2 Investor Presentation, datedOctober 16, 2020 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
The inclusion of any website address in this Form 8-K, and any exhibit thereto, is intended to be an inactive textual reference only and not an active hyperlink. The information contained in, or that can be accessed through, such website is not part of or incorporated into this Form 8-K.
Forward-Looking Statements
This communication contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the financial condition, results of operations, business plans and future performance of BancShares and CIT. Words such as "anticipates," "believes," "estimates," "expects," "forecasts," "intends," "plans," "projects," "targets," "designed," "could," "may," "should," "will" or other similar words and expressions are intended to identify these forward-looking statements. These forward-looking statements are based on BancShares' and CIT's current expectations and assumptions regarding BancShares' and CIT's businesses, the economy, and other future conditions.
Because forward-looking statements relate to future results and occurrences,
they are subject to inherent risks, uncertainties, changes in circumstances and
other factors that are difficult to predict. Many possible events or factors
could affect BancShares' and/or CIT's future financial results and performance
and could cause the actual results, performance or achievements of BancShares
and/or CIT to differ materially from any anticipated results expressed or
implied by such forward-looking statements. Such risks and uncertainties
include, among others, (1) the risk that the cost savings, any revenue synergies
and other anticipated benefits of the proposed transaction may not be realized
or may take longer than anticipated to be realized, including as a result of the
impact of, or problems arising from, the integration of the two companies or as
a result of the condition of the economy and competitive factors in areas where
BancShares and CIT do business, (2) disruption to the parties' businesses as a
result of the announcement and pendency of the proposed transaction and
diversion of management's attention from ongoing business operations and
opportunities, (3) the occurrence of any event, change or other circumstances
that could give rise to the right of one or both of the parties to terminate the
Merger Agreement, (4) the risk that the integration of BancShares' and CIT's
operations will be materially delayed or will be more costly or difficult than
expected or that BancShares and CIT are otherwise unable to successfully
integrate their businesses, (5) the failure to obtain the necessary approvals of
the stockholders of BancShares and/or CIT, (6) the outcome of any legal
proceedings that may be instituted against BancShares and/or CIT, (7) the
failure to obtain required governmental approvals (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 proposed transaction), (8)
reputational risk and potential adverse reactions of BancShares' and/or CIT's
customers, suppliers, employees or other business partners, including those
resulting from the announcement or completion of the proposed transaction, (9)
the failure of any of the closing conditions in the Merger Agreement to be
satisfied on a timely basis or at all, (10) delays in closing the proposed
transaction, (11) the possibility that the proposed transaction may be more
expensive to complete than anticipated, including as a result of unexpected
factors or events, (12) the dilution caused by BancShares' issuance of
additional shares of its capital stock in connection with the proposed
transaction, (13) general competitive, economic, political and market
conditions, (14) other factors that may affect future results of CIT and/or
BancShares 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
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Except to the extent required by applicable law or regulation, each of
BancShares and CIT disclaims any obligation to update such factors or to
publicly announce the results of any revisions to any of the forward-looking
statements included herein to reflect future events or developments. Further
information regarding BancShares, CIT and factors which could affect the
forward-looking statements contained herein can be found in BancShares' Annual
Report on Form 10-K for the fiscal year ended
Additional Information about the Proposed Transaction and Where to Find It
BancShares intends to file a registration statement on Form S-4 with the
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 WHEN THEY BECOME AVAILABLE (AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE INTO THE JOINT PROXY STATEMENT/PROSPECTUS) BECAUSE SUCH DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION REGARDING BANCSHARES, CIT, THE PROPOSED TRANSACTION AND RELATED MATTERS.
Investors and security holders may obtain free copies of these documents and
other documents filed with the
Participants in the Solicitation
BancShares, CIT, and certain of their respective directors and executive
officers may be deemed participants in the solicitation of proxies from the
stockholders of each of BancShares and CIT in connection with the proposed
transaction under the rules of the
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