Item 8.01 Other Events.
As of
First Bancshares and SGB anticipate that the Merger will be effective
Cautionary Statements Regarding Forward-Looking Information.
This Current Report contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. In general, forward-looking statements usually use words such as "may," "believe," "expect," "anticipate," "intend," "will," "should," "plan," "estimate," "predict," "continue" and "potential" or the negative of these terms or other comparable terminology, including statements related to the expected timing of the closing of the Merger, the expected returns and other benefits of the Merger, to shareholders, expected improvement in operating efficiency resulting from the Merger, estimated expense reductions resulting from the transactions and the timing of achievement of such reductions, the impact on and timing of the recovery of the impact on tangible book value, and the effect of the Merger on First Bancshares's capital ratios. Forward-looking statements represent management's beliefs, based upon information available at the time the statements are made, with regard to the matters addressed; they are not guarantees of future performance. Forward-looking statements are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results or financial condition to differ materially from those expressed in or implied by such statements.
Factors that could cause or contribute to such differences include, but are not
limited to (1) the risk that the cost savings and any revenue synergies from the
Merger may not be realized or take longer than anticipated to be realized, (2)
disruption from the Merger with customers, suppliers, employee or other business
partners relationships, (3) the occurrence of any event, change or other
circumstances that could give rise to the termination of the Merger Agreement,
(4) the risk of successful integration of SGB's business into First Bancshares,
(5) the failure to obtain the necessary approval by the shareholders of SGB, (6)
the amount of the costs, fees, expenses and charges related to the Merger, (7)
the ability by First Bancshares to obtain required governmental approvals of the
Merger, (8) reputational risk and the reaction of each of the companies'
customers, suppliers, employees or other business partners to the Merger, (9)
the failure of the closing conditions in the Merger Agreement to be satisfied,
or any unexpected delay in closing of the Merger, (10) the risk that the
integration of SGB's operations into the operations of First Bancshares will be
materially delayed or will be more costly or difficult than expected, (11) the
possibility that the Merger may be more expensive to complete than anticipated,
including as a result of unexpected factors or events, (12) the dilution caused
by First Bancshares's issuance of additional shares of its common stock in the
Merger transaction,(13) the negative impact on income to SGB and First
Bancshares and
Additional Information about the Merger and Where to Find It
This document 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, 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 any such jurisdiction. In connection with the
proposed Merger, First Bancshares has filed with the
Participants in the Transaction
SGB, First Bancshares and certain of their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies from
the shareholders of SGB in connection with the proposed transaction. Certain
information regarding the interests of these participants and a description of
their direct and indirect interests, by security holdings or otherwise, will be
included in the proxy statement/prospectus regarding the proposed transaction
when it becomes available. Additional information about First Bancshares and its
directors and officers may be found in the definitive proxy statement of First
Bancshares relating to its 2019 Annual Meeting of Stockholders filed with the
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