MIDDLEFIELD BANC CORP. ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
Under the terms and subject to the conditions of the Merger Agreement, at the
effective time of the Merger (the "Effective Time"), each share of the voting
common stock,
The Merger Agreement provides that the Company shall offer employment to
In addition, the Merger Agreement provides that the Company shall take such
action promptly after the Effective Time to increase the number of directors of
the Company's board of directors by three and to appoint
The Merger Agreement contains customary (a) representations and warranties of Liberty and the Company, including, among others, with respect to corporate organization, capitalization, corporate authority, third party and governmental consents and approvals, financial statements and compliance with applicable laws, (b) covenants of Liberty and the Company to conduct their respective businesses in the ordinary course until the Effective Time and (c) covenants of Liberty and the Company not to take certain actions prior to the Effective Time. Liberty also has agreed that neither it nor its representatives will (i) solicit proposals relating to alternative business combination transactions or, (ii) subject to certain exceptions, enter into discussions concerning, or furnish information in connection with, any proposals for alternative business combination transactions, or approve, endorse or recommend, or take other actions relating to, an alternative business combination transaction.
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Consummation of the Merger is subject to certain conditions, including, among
others: (a) the approval of the Merger by the shareholders of Liberty and the
The Merger Agreement contains certain termination rights for each of Liberty and
the Company, as the case may be, applicable upon the occurrence or
non-occurrence of certain events, including: (a) the mutual written consent of
the Company and Liberty authorized by the boards of directors of the Company and
Liberty; (b) a final, non-appealable denial of required regulatory approvals;
(c) the Merger has not been completed on or before
In connection with the execution of the Merger Agreement, directors of the Company and directors of Liberty have entered into substantially identical voting agreements with the Company pursuant to which such directors and executive officers have agreed, among other things, to vote their respective shares of Company Common Stock and Liberty Common Stock in favor of the approval of the Merger Agreement and the transactions contemplated thereby. The form of voting agreements for directors and officers of Liberty and the Company are included as Exhibit C and Exhibit E, respectively, to the Merger Agreement, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.
Concurrently with the execution of the Merger Agreement, Castle Creek has
entered into a separate Voting and Shareholder Agreement with the Company,
pursuant to which Castle Creek has agreed, subject to the terms set forth
therein, to vote its shares of Liberty Common Stock in favor of the Merger and
related matters, and to become subject to certain transfer restrictions with
respect to its holdings of Liberty securities. In addition, following the
Closing, upon the written request of Castle Creek, the Company will promptly
cause any individual designated by Castle Creek (the "Board Representative") to
be elected or appointed to the boards of directors of the Company and
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have the Board Representative elected as a director of the Company at the
Company's annual meetings of shareholders, and shall solicit proxies for the
Board Representative to the same extent as it does for any of the Company's
other nominees to the Board. The Voting and Shareholder Agreement provides
Castle Creek with certain board observation rights for any period during which
Castle Creek and its affiliates in the aggregate have a Minimum Ownership
Interest and do not have a Board Representative currently serving on the Company
or
The foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference. The Merger Agreement has been attached as an exhibit to this report to provide investors and security holders with information regarding its terms. The Merger Agreement description is not intended to provide any other information about the Company, Liberty or their respective subsidiaries and affiliates. The covenants, representations and warranties contained in the Merger Agreement were made only for purposes of the Merger Agreement and, in the case of representations and warranties, as of specific dates, may be subject to a contractual standard of materiality different from what a shareholder might view as material, may have been used for purposes of allocating risk between the respective parties rather than establishing matters as facts, may have been qualified by or subject to certain disclosures and exceptions not reflected in the Merger Agreement and generally were for the benefit of the parties to the Merger Agreement. Investors should not rely on the representations, warranties or covenants or any description thereof as characterizations of the actual state of facts or condition of the Company, Liberty or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by the Company or Liberty.
Important Additional Information About the Merger.
In connection with the proposed merger, the Company intends to file a
registration statement on Form S-4 with the
SHAREHOLDERS OF LIBERTY, COMPANY SHAREHOLDERS, AND OTHER INVESTORS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT AND PROSPECTUS TO BE INCLUDED IN THE REGISTRATION STATEMENT ON FORM S-4 BECAUSE THE PROXY STATEMENT/PROSPECTUS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, LIBERTY, THE MERGER, THE PERSONS SOLICITING PROXIES WITH RESPECT TO THE MERGER, AND THEIR INTERESTS IN THE MERGER AND RELATED MATTERS.
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Investors and security holders will be able to obtain free copies of the
Registration Statement on Form S-4 (when available) and other documents filed
with the
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale is unlawful before registration or qualification of the securities under the securities laws of the jurisdiction. No offer of securities shall be made except by means of a prospectus satisfying the requirements of Section 10 of the Securities Act.
Participants in the Solicitation
The respective directors and executive officers of the Company and Liberty and
other persons may be deemed to be participants in the solicitation of proxies
from Liberty shareholders and Company shareholders with respect to the Merger.
Information regarding the directors and executive officers of the Company is
available in the Company's proxy statement filed with the
Safe Harbor Regarding Forward-Looking Statements
This report contains "forward-looking statements" within the meaning of the safe
harbor provisions of the
Forward-looking statements are not a guarantee of future performance and actual
future results could differ materially from those contained in forward-looking
information. Because forward-looking statements relate to the future, they are
subject to inherent uncertainties, risks and changes in circumstances that are
difficult to predict and many of which are outside of the Company's control.
Numerous uncertainties, risks, and changes could cause or contribute to the
Company's actual results, performance, and achievements to be materially
different from those expressed or implied by the forward-looking statements.
Factors that may cause or contribute to these differences include, without
limitation, the Company's failure to integrate Liberty and Liberty Bank in
accordance with expectations; deviations from performance expectations related
to Liberty and Liberty Bank; general economic conditions, including changes in
market interest rates and changes in monetary and fiscal policies of the federal
government; legislative and regulatory changes; competitive conditions in the
banking markets served by the Company's subsidiaries; the adequacy of the
allowance for losses on loans and the level of future provisions for losses on
loans; and other factors disclosed periodically in the Company's filings with
the
Because of the risks and uncertainties inherent in forward-looking statements,
readers are cautioned not to place undue reliance on them, whether included in
this report or made elsewhere from time to time by the Company or Liberty or on
the Company or Liberty's behalf.
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disclaim any obligation and do not intend to update or revise any forward-looking statements contained in this communication, which speak only as of the date hereof, whether as a result of new information, future events or otherwise, except as required by federal securities laws.
Additional factors which could affect future results of the Company can be found
in the Company'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
Item 9.01(d) Exhibits.
2.1 Agreement and Plan of Merger by and amongMiddlefield Banc Corp. , MBCNMerger Subsidiary, LLC and Liberty Bancshares, Inc., datedMay 26, 2022 (filed herewith) (as provided in Item 601(b)(2) of Regulation S-K, schedules are omitted; a copy of any omitted schedule will be furnished supplementally to theSEC upon request) 104 Cover Page Interactive File (embedded within the Inline XBRL document)
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