Item 8.01. Other Events
On January 27, 2021, Kentucky Bancshares, Inc. and Stock Yards Bancorp, Inc.
("Stock Yards") issued a joint press release announcing their execution of an
Agreement and Plan of Merger, dated as of January 27, 2021, by and among Stock
Yards, H. Meyer Merger Subsidiary, Inc., a Kentucky corporation and a
wholly-owned subsidiary of Stock Yards, and Kentucky Bancshares, Inc..
Copies of the press release and overview of Kentucky Bancshares, Inc. are filed
as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K,
respectively, and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d)Exhibits
The following items are filed as exhibits to this Current Report on Form 8-K:
Exhibit No. Description of Exhibit
99.1 Joint press release of Kentucky Bancshares, Inc. and Stock Yards Bancorp,
Inc., dated January 27, 2021
99.2 Overview of Kentucky Bancshares, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document
and included in Exhibit 101)
2
Forward-Looking Statements
Certain statements contained in this communication, which are not statements of
historical fact, constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements include, but
are not limited to, certain plans, expectations, goals, projections and benefits
relating to the proposed merger transaction between Stock Yards and Kentucky
Bancshares, which are subject to numerous assumptions, risks and uncertainties.
Words or phrases such as "anticipate," "believe," "aim," "can," "conclude,"
"continue," "could," "estimate," "expect," "foresee," "goal," "intend," "may,"
"might," "outlook," "possible," "plan," "predict," "project," "potential,"
"seek," "should," "target," "will," "will likely," "would," or the negative of
these terms or other comparable terminology, as well as similar expressions, are
intended to identify forward-looking statements but are not the exclusive means
of identifying such statements. Please refer to each of Stock Yards' and
Kentucky Bancshares' Annual Report on Form 10-K for the year ended December 31,
2019, and, in the case of Stock Yards, its Quarterly Report on Form 10-Q for the
three months ended September 30, 2020, as well as their other filings with the
SEC for a more detailed discussion of risks, uncertainties and factors that
could cause actual results to differ from those discussed in the forward-looking
statements.
Forward-looking statements are not historical facts but instead express only
management's beliefs regarding future results or events, many of which, by their
nature, are inherently uncertain and outside of the management's control. It is
possible that actual results and outcomes may differ, possibly materially, from
the anticipated results or outcomes indicated in these forward-looking
statements. In addition to factors disclosed in reports filed by Stock Yards and
Kentucky Bancshares with the SEC, risks and uncertainties for Stock Yards,
Kentucky Bancshares and the combined company include, but are not limited to:
the possibility that any of the anticipated benefits of the proposed merger will
not be realized or will not be realized within the expected time period; the
risk that integration of Kentucky Bancshares' operations with those of Stock
Yards will be materially delayed or will be more costly or difficult than
expected; the parties' inability to meet expectations regarding the timing,
completion and accounting and tax treatments of the merger; the inability to
complete the merger due to the failure of Kentucky Bancshares' shareholders to
adopt the merger agreement; the failure to satisfy other conditions to
completion of the merger, including receipt of required regulatory and other
approvals; the failure of the proposed transaction to close for any other
reason; diversion of management's attention from ongoing business operations and
opportunities due to the merger; the challenges of integrating and retaining key
employees; the effect of the announcement of the merger on Stock Yards',
Kentucky Bancshares' or the combined company's respective customer and employee
relationships and operating results; the possibility that the merger may be more
expensive to complete than anticipated, including as a result of unexpected
factors or events; dilution caused by Stock Yards' issuance of additional shares
of Stock Yards common stock in connection with the merger; the magnitude and
duration of the COVID-19 pandemic and its impact on the global economy and
financial market conditions and the business, results of operations and
financial condition of Stock Yards, Kentucky Bancshares and the combined
company; and general competitive, economic, political and market conditions and
fluctuations. All forward-looking statements included in this communication are
made as of the date hereof and are based on information available at that time.
Except as required by law, neither Stock Yards nor Kentucky Bancshares assumes
any obligation to update any forward-looking statement to reflect events or
circumstances that occur after the date the forward-looking statements were
made.
Additional Information Regarding the Proposed Transaction
This communication is being made in respect of the proposed merger transaction
between Stock Yards and Kentucky Bancshares. Stock Yards will file a
registration statement on Form S-4 with the SEC in connection with the proposed
transaction. The registration statement will include a proxy statement of
Kentucky Bancshares that also constitutes a prospectus of Stock Yards which,
when finalized, will be sent to the shareholders of Kentucky Bancshares seeking
their approval of the merger-related proposals. This document is not a
substitute for the proxy statement/prospectus or registration statement or any
other document that Stock Yards or Kentucky Bancshares may file with the SEC.
KENTUCKY BANCSHARES' SHAREHOLDERS ARE ADVISED TO READ THE REGISTRATION STATEMENT
ON FORM S-4 AND THE RELATED PROXY STATEMENT/PROSPECTUS, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS
FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION,
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
STOCK YARDS, KENTUCKY BANCSHARES AND THE PROPOSED TRANSACTION. When filed, the
registration statement, the definitive proxy statement/prospectus and other
documents relating to the merger transaction filed by Stock Yards and
3Kentucky Bancshares can be obtained free of charge from the SEC's website at
www.sec.gov. These documents also can be obtained free of charge by accessing
Stock Yards' website at www.syb.com under the tab "Investors Relations" and then
under "SEC Filings." Alternatively, these documents, when available, can be
obtained free of charge from Stock Yards upon written request to Stock Yards,
Attention: Chief Financial Officer, 1040 East Main Street, Louisville, Kentucky
40206 or by calling (502) 582-2571, or to Kentucky Bancshares, Attention: Chief
Financial Officer, 339 Main Street, Paris, Kentucky 40361 or by calling (859)
987-1795.
Participants in the Solicitation
Stock Yards, Kentucky Bancshares and their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies from
Kentucky Bancshares' shareholders in connection with the proposed transaction.
Information about the directors and executive officers of Stock Yards and their
ownership of Stock Yards common stock is set forth in the definitive proxy
statement for Stock Yards' 2020 annual meeting of shareholders, as previously
filed with the SEC on March 13, 2020, and Stock Yards' Annual Report on Form
10-K for the year ended December 31, 2019, as previously filed with the SEC on
February 28, 2020, as well as other documents filed with the SEC. Information
about the directors and executive officers of Kentucky Bancshares and their
ownership of Kentucky Bancshares common stock is set forth in the definitive
proxy statement for Kentucky Bancshares's 2020 annual meeting of shareholders,
as previously filed with the SEC on May 11, 2020, and Kentucky Bancshares'
Annual Report on Form 10-K for the year ended December 31, 2019, as previously
filed with the SEC on March 10, 2020, as well as other documents filed with the
SEC. Additional information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by securities holdings
or otherwise, will be included in the proxy statement/prospectus and other
relevant documents regarding the proposed transaction to be filed with the SEC
when they become available. You may obtain free copies of these documents from
Stock Yards or Kentucky Bancshares using the sources indicated above.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to sell
or the solicitation of an offer to buy securities nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of
such jurisdiction. This communication is also not a solicitation of any vote in
any jurisdiction pursuant to the proposed transactions or otherwise. No offer of
securities or solicitation will be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as amended.
Non-GAAP Measures
This communication contains certain non-GAAP financial measures of Stock Yards
and Kentucky Bancshares determined by methods other than in accordance with
generally accepted accounting principles. We use non-GAAP financial measures to
provide meaningful supplemental information regarding our performance. We
believe these non-GAAP measures are beneficial in assessing our operating
results and related trends, and when planning and forecasting future periods.
These non-GAAP disclosures should be considered in addition to, and not as a
substitute for or preferable to, financial results determined in accordance with
GAAP. The non-GAAP financial measures we use may differ from the non-GAAP
financial measures other financial institutions use to measure their results of
operations.
Filed under Rule 425
This Form 8-K contains the same information as Kentucky Bancshares' Form 8-K
filed on January 27, 2021, but this Form 8-K is being filed as a written
communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
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KENTUCKY BANCSHARES, INC. 