Item 8.01. Other Events
On
Information about the Merger and Where to Find It
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.
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 its proxy statement filed with the
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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
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. The Company and Liberty 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. Financial Statements and Exhibits
(d) Exhibits. The following are furnished as exhibits to this Current Report on Form 8-K: Exhibit Number Description of Exhibit 99.1 Joint Press Release ofMiddlefield Banc Corp. and Liberty Bancshares, Inc. datedMay 26, 2022 99.2 Investor Presentation ofMiddlefield Banc Corp. datedMay 26, 2022 104 Cover Page Interactive File (embedded within the Inline XBRL document)
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