LIMESTONE BANCORP, INC. Item 2.01 Completion of Acquisition or Disposition of Assets.
On
At the effective time of the Holding Company Merger, all unvested restricted
stock awards granted under the Company's 2018 Omnibus Equity Compensation Plan
became fully vested, and the outstanding common shares and non-voting common
shares of the Company (collectively, the "Company Common Stock") were converted
into the right to receive shares of common stock of PEBO. The exchange ratio in
the Holding Company Merger was 0.90 shares of common stock of PEBO for each
share of Company Common Stock (the "Merger Consideration"). Each shareholder of
the Company who would otherwise be entitled to receive a fraction of a share of
PEBO common stock (after taking into account all shares of the Company owned by
such shareholder at the effective time of the Holding Company Merger) will
receive cash (rounded to the nearest cent), without interest, in an amount equal
to the fractional share of PEBO common stock to which such shareholder would
otherwise be entitled to multiplied by the average closing sale price of PEBO
common shares on the Nasdaq Global Select Market® as reported in The Wall Street
Journal for the 5 consecutive full trading days ending with the trading day
immediately preceding the effective date of the Holding Company Merger
(
The description of the Merger Transaction and the Merger Agreement contained in
this Item 2.01 does not purport to be complete and is subject to and qualified
in its entirety by reference to the Merger Agreement, which was filed as Exhibit
2.1 to the Current Report on Form 8-K filed by the Company with the
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
Additionally, the Company intends to file with the
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Item 3.03 Material Modification to Rights of Security Holders.
The information set forth above under Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Upon the effective time of the Holding Company Merger, shareholders of the Company immediately prior to the Holding Company Merger ceased to have any rights as shareholders of the Company, other than the right to receive the Merger Consideration as set forth in the Merger Agreement.
Item 5.01 Change in Control of Registrant.
The information set forth above under Item 2.01 of this Current Report on Form 8-K and below under Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
Upon the effective time of the Holding Company Merger, the Company and PEBO merged pursuant to the Merger Agreement, with PEBO as the surviving corporation and, accordingly, a change in control of the Company occurred.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Compensatory Arrangements of Certain Officers.
By virtue of the Merger Transaction described in Item 2.01, each of the
directors and executive officers of the Company and the Bank ceased serving as a
director or executive officer on
In the Merger Agreement, PEBO has agreed, subject to its standard corporate
governance practices and standard director evaluation process, to appoint
Within ten (10) business days following the Merger Transaction, PEBO will pay
each of the Company's executive officers (
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth above under Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 5.03.
At the effective time of the Holding Company Merger, the Company ceased to exist and PEBO continued as the surviving corporation. The Articles of Incorporation of PEBO and the Regulations of PEBO, as amended and in effect immediately prior to the effective time of the Holding Company Merger, remained, as amended, the Articles of Incorporation and Regulations of PEBO as the surviving corporation in the Holding Company Merger. Consequently, the articles of incorporation and bylaws of the Company ceased to be in effect upon completion of the Holding Company merger.
Copies of the Articles of Incorporation of PEBO, as amended and in effect, are included as Exhibits 3.1(a), 3.1(b), 3.1(c), 3.1(d), 3.1(e), 3.1(f), 3.1(g) and 3.1(h), and of the Regulations of PEBO, as amended and in effect, as Exhibit 3.2 hereto, each of which is incorporated by reference herein.
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Item 9.01 Financial Statements and Exhibits.
Exhibit Number Description of Exhibit 2.1 Agreement and Plan of Merger datedOctober 24, 2022 betweenLimestone Bancorp, Inc. and Peoples Bancorp Inc. Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K ofLimestone Bancorp, Inc. filed onOctober 25, 2022 3.1 Amended Articles of Incorporation of Peoples Bancorp Inc. (representing the Amended Articles of Incorporation in compiled form incorporating all amendments). [For purposes ofSEC reporting compliance only - not filed withOhio Secretary of State] Incorporated herein by reference to Exhibit 3.1(h) to Quarterly Report on Form 10-Q of Peoples Bancorp Inc. for the quarterly period endedJune 30, 2021 (Commission File No. 000-16772) 3.2 Code of Regulations of Peoples Bancorp Inc. (This document represents the Code of Regulations of Peoples Bancorp Inc. in compiled form incorporating all amendments.) Incorporated herein by reference to Exhibit 3.2 to the Current Report of Peoples Bancorp Inc. on Form 8-K dated and filed onJune 28, 2018 Form 8-K. (Commission File No. 000-16772) 5
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