ITEM 8.01. Other Events.
On
In connection with the announcement of the Merger Agreement, IBTX and TCBI 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, datedDecember 9, 2019 99.2 Investor Presentation, datedDecember 9, 2019 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)
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 the future performance of
IBTX and TCBI. Words such as "anticipates," "believes," "estimates," "expects,"
"forecasts," "intends," "plans," "projects," "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
IBTX's and TCBI's current expectations and assumptions regarding IBTX's and
TCBI's businesses, the economy, and other future conditions. Because
forward-looking statements relate to future results and occurrences, they are
subject to inherent uncertainties, risks, and changes in circumstances that are
difficult to predict. Many possible events or factors could affect IBTX's or
TCBI's future financial results and performance and could cause actual results
or performance to differ materially from anticipated results or performance.
Such risks and uncertainties include, among others: 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 definitive merger agreement between IBTX
and TCBI, the outcome of any legal proceedings that may be instituted against
IBTX or TCBI, delays in completing the transaction, the failure to obtain
necessary regulatory 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 transaction) and shareholder approvals or to
satisfy any of the other conditions to the transaction on a timely basis or at
all, the possibility that the anticipated benefits of the transaction are not
realized when expected or at all, including as a result of the impact of, or
problems arising from, the integration of the two companies or as a result of
the strength of the economy and competitive factors in the areas where IBTX and
TCBI do business, the possibility that the transaction may be more expensive to
complete than anticipated, including as a result of unexpected factors or
events, diversion of management's attention from ongoing business operations and
opportunities, potential adverse reactions or changes to business or employee
relationships, including those resulting from the announcement or completion of
the transaction, the ability to complete the transaction and integration of IBTX
and TCBI successfully, and the dilution caused by IBTX's issuance of additional
shares of its capital stock in connection with the transaction. Except to the
extent required by applicable law or regulation, each of IBTX and TCBI 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 IBTX, TCBI and
factors which could affect the forward-looking statements contained herein can
be found in IBTX's Annual Report on Form 10-K for the fiscal year ended
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Additional Information about the Merger and Where to Find It
In connection with the proposed merger, IBTX will file with the
INVESTORS AND SECURITY HOLDERS ARE URGED 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 TRANSACTION BECAUSE THESE DOCUMENTS DO AND WILL CONTAIN IMPORTANT INFORMATION ABOUT IBTX, TCBI AND THE PROPOSED TRANSACTION.
Investors and security holders may obtain copies of these documents free of
charge through the website maintained by the
Participants in the Solicitation
IBTX, TCBI and certain of their respective directors and executive officers may
be deemed to be participants in the solicitation of proxies from the
shareholders of IBTX and TCBI in connection with the proposed transaction under
the rules of the
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