Item 8.01 Other Events
On
A copy of the joint press release is attached hereto as Exhibit 99.1.
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about (i) the benefits of a merger between SB One and Provident, including future financial and operating results, cost savings, enhancements to revenue and accretion to reported earnings that may be realized from the Merger; (ii) Provident's and SB One's plans, objectives, expectations and intentions and other statements contained in this Current Report on Form 8-K that are not historical facts; and (iii) other statements identified by words such as "expects" "anticipates," "intends," "plans," "believes," "seeks," "estimates," "targets," "projects," or words of similar meaning generally intended to identify forward-looking statements. These forward-looking statements are based upon the current beliefs and expectations of the respective managements of Provident and SB One and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the control of Provident and SB One. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the anticipated results discussed in these forward-looking statements because of possible uncertainties.
The following factors, among others, could cause actual results to differ
materially from the anticipated results or other expectations expressed in the
forward-looking statements: (1) the businesses of Provident and SB One may not
be combined successfully, or such combination may take longer, be more
difficult, time-consuming or costly to accomplish than expected; (2) the
expected growth opportunities or cost savings from the Merger may not be fully
realized or may take longer to realize than expected; (3) deposit attrition,
operating costs, customer losses and business disruption following the Merger,
including adverse effects on relationships with employees and customers, may be
greater than expected; (4) the remaining regulatory approval required for the
Merger may not be obtained on the proposed terms or on the anticipated schedule;
(5) the shareholders of SB One may fail to approve the Merger; (6) legislative
or regulatory changes, including changes in accounting standards, may adversely
affect the businesses in which Provident and SB One are engaged; (7) the
interest rate environment may further compress margins and adversely affect net
interest income; (8) results may be adversely affected by continued
diversification of assets and adverse changes to credit quality; (9) competition
from other financial services companies in Provident's and SB One's markets
could adversely affect operations; and (10) an economic slowdown could adversely
affect credit quality and loan originations. Additional factors that could cause
actual results to differ materially from those expressed in the forward-looking
statements are discussed in Provident's and SB One's reports (such as Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form
8-K) filed with the
In addition, the COVID-19 pandemic is having an adverse impact on both Provident
and SB One, their customers and the communities they serve. Given its ongoing
and dynamic nature, it is difficult to predict the full impact of the COVID-19
outbreak on Provident's and SB One's businesses. The extent of such impact will
depend on future developments, which are highly uncertain, including when the
coronavirus can be controlled and abated and when and how the economy may be
reopened. As the result of the COVID-19 pandemic and the related adverse local
and national economic consequences, both Provident and SB One could be subject
to any of the following risks, any of which could have a material, adverse
effect on our business, financial condition, liquidity, and results of
operations: the demand for their products and services may decline, making it
difficult to grow assets and income; if the economy is unable to substantially
reopen, and high levels of unemployment continue for an extended period of time,
loan delinquencies, problem assets, and foreclosures may increase, resulting in
increased charges and reduced income; collateral for loans, especially real
estate, may decline in value, which could cause loan losses to increase; their
allowances for loan losses may increase if borrowers experience financial
difficulties, which will adversely affect net income; the net worth and
liquidity of loan guarantors may decline, impairing their ability to honor
commitments to each company; as the result of the decline in the
Provident and SB One caution that the foregoing list of factors is not exhaustive. All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to Provident or SB One or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Provident and SB One do not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statements are made.
Important Additional Information and Where to Find It
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval with respect to the Merger. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, and no offer to sell or solicitation of an offer to buy shall be made in any jurisdiction in which such offer, solicitation or sale would be unlawful.
In connection with the Merger, Provident filed with the
Free copies of the Proxy Statement/Prospectus, as well as other filings
containing information about Provident and SB One, may be obtained at the
Participants in the Solicitation
Provident, SB One and their respective directors, and certain of their executive
officers and employees may be deemed to be participants in the solicitation of
proxies from the shareholders of SB One in connection with the Merger.
Information about Provident's directors and executive officers is available in
its proxy statement for its 2020 annual meeting of stockholders, which was filed
with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 99.1 Joint Press Release, datedMay 29, 2020 .
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