THE COMMUNITY FINANCIAL CORPORATION Item 8.01 Other Events.
On
Completion of the transactions contemplated by the merger agreement, including
the merger of TCFC and SHBI, remains subject to the approval by SHBI's
shareholders of the merger and the issuance of shares of SHBI's common stock in
connection with the merger, the approval by TCFC's shareholders of the merger,
and the satisfaction of other closing conditions. SHBI and TCFC expect the
merger transaction will close on or about
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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 regarding the
financial condition, results of operations, business plans and the future
performance of SHBI and TCFC. Words such as "anticipates," "believes,"
"estimates," "expects," "forecasts," "intends," "plans," "projects," "could,"
"may," "should," "will" or other similar words and expressions are intended to
identify these forward-looking statements. These forward-looking statements are
based on SHBI's and TCFC's current expectations and assumptions regarding SHBI's
and TCFC's businesses, the economy, and other future conditions. Because
forward-looking statements relate to future results and occurrences, they are
subject to inherent uncertainties, risks, and changes in circumstances that are
difficult to predict. Any number of risks, uncertainties, or other factors such
as the COVID 19 pandemic could affect SHBI's or TCFC's future financial results
and performance and could cause actual results or performance to differ
materially from anticipated results or performance. Such risks and uncertainties
include, among others: the occurrence of any event, change or other
circumstances that could give rise to the right of one or both of the parties to
terminate the definitive agreement and plan of merger between SHBI and TCFC; the
outcome of any legal proceedings that may be instituted against SHBI or TCFC;
delays in completing the proposed transaction; the failure to obtain necessary
shareholder approvals or to satisfy any of the other conditions to the proposed
transaction on a timely basis or at all, including the ability of SHBI and TCFC
to meet expectations regarding the timing, completion and accounting and tax
treatments of the proposed transaction; the possibility that the anticipated
benefits of the proposed transaction are not realized when expected or at all,
including as a result of the impact of, or problems arising from, the
integration of the two companies or as a result of the strength of the economy
and competitive factors in the areas where SHBI and TCFC do business; the
possibility that the proposed transaction may be more expensive to complete than
anticipated, including as a result of unexpected factors or events; the
possibility that revenues following the proposed transaction may be lower than
expected; the impact of certain restrictions during the pendency of the proposed
transaction on the parties' ability to pursue certain business opportunities and
strategic transactions; diversion of management's attention from ongoing
business operations and opportunities; potential adverse reactions or changes to
business or employee relationships, including those resulting from the
announcement or completion of the proposed transaction; the ability to complete
the proposed transaction and integration of SHBI and TCFC successfully; the
dilution caused by SHBI's issuance of additional shares of its capital stock in
connection with the proposed transaction; and the potential impact of general
economic, political or market factors on the companies or the proposed
transaction and other factors that may affect future results of SHBI or TCFC.
Except to the extent required by applicable law or regulation, each of SHBI and
TCFC disclaims any obligation to update such factors or to publicly announce the
results of any revisions to any of the forward-looking statements included
herein to reflect future events or developments. Further information regarding
SHBI, TCFC and factors which could affect the forward-looking statements
contained herein can be found in SHBI's Annual Report on Form 10-K for the
fiscal year ended
Additional Information About the Merger 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 Proposed Transaction.
In connection with the proposed transaction, a registration statement on Form
S-4 will be filed with the
Participants in the Solicitation
The directors, executive officers and certain other members of management and
employees of SHBI may be deemed to be participants in the solicitation of
proxies from the shareholders of SHBI in connection with the proposed
transaction. Information about SHBI's directors and executive officers is
included in the proxy statement for its 2022 annual meeting of SHBI's
shareholders, which was filed with the
The directors, executive officers and certain other members of management and
employees of TCFC may also be deemed to be participants in the solicitation of
proxies in connection with the proposed transaction from the shareholders of
TCFC. Information about the directors and executive officers of TCFC is included
in the proxy statement for its 2022 annual meeting of TCFC shareholders, which
was filed with the
Additional information regarding the interests of those participants and other persons who may be deemed participants in the proposed transaction may be obtained by reading the joint proxy statement/prospectus regarding the proposed transaction when it becomes available. Free copies of this document may be obtained as described above.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Number Description
99.1 Joint Press Release, dated
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