Item 8.01 Other Events
On
Completion of the mergers remains subject to regulatory approval by the
Cautionary Statements Regarding Forward-Looking Information
Information in this communication, other than statements of historical facts, may constitute forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements about the benefits of the proposed merger of South State and CenterState, including future financial and operating results (including the anticipated impact of the transaction on South State's and CenterState's respective earnings and tangible book value), statements related to the expected timing of the completion of the merger, the combined company's plans, objectives, expectations and intentions, and other statements that are not historical facts. Forward-looking statements may be identified by terminology such as "may," "will," "should," "scheduled," "plans," "intends," "anticipates," "expects," "believes," "estimates," "potential," or "continue" or negatives of such terms or other comparable terminology.
All forward-looking statements are subject to risks, uncertainties and other
factors that may cause the actual results, performance or achievements of South
State or CenterState to differ materially from any results expressed or implied
by such forward-looking statements. Such factors include, among others, (1) the
risk that the cost savings and any revenue synergies from the merger may not be
fully realized or may take longer than anticipated to be realized, (2)
disruption to the parties' businesses as a result of the announcement and
pendency of the merger, (3) the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger agreement,
(4) the risk that the integration of each party's operations will be materially
delayed or will be more costly or difficult than expected or that the parties
are otherwise unable to successfully integrate each party's businesses into the
other's businesses, (5) the failure to obtain the necessary approvals by the
shareholders of South State or CenterState, (6) the amount of the costs, fees,
expenses and charges related to the merger, (7) reputational risk and the
reaction of each company's customers, suppliers, employees or other business
partners to the merger, (8) the failure of the closing conditions in the merger
agreement to be satisfied, or any unexpected delay in closing the merger, (9)
the possibility that the merger may be more expensive to complete than
anticipated, including as a result of unexpected factors or events, (10) the
dilution caused by South State's issuance of additional shares of its common
stock in the merger, (11) a material adverse change in the financial condition
of South State or CenterState, (12) general competitive, economic, political and
market conditions, (13) major catastrophes such as earthquakes, floods or other
natural or human disasters, including infectious disease outbreaks, including
the recent outbreak of a novel strain of coronavirus, a respiratory illness, the
related disruption to local, regional and global economic activity and financial
markets, and the impact that any of the foregoing may have on South State or
CenterState and its customers and other constituencies, and (14) other factors
that may affect future results of CenterState and South State including changes
in asset quality and credit risk; the inability to sustain revenue and earnings
growth; changes in interest rates and capital markets; inflation; customer
borrowing, repayment, investment and deposit practices; the impact, extent and
timing of technological changes; capital management activities; and other
actions of the
Important Information About the Merger and Where to Find It
South State has filed a registration statement on Form S-4 and an amendment
thereto with the
--------------------------------------------------------------------------------
INTO THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS) BECAUSE SUCH DOCUMENTS CONTAIN IMPORTANT INFORMATION REGARDING THE PROPOSED MERGER AND RELATED MATTERS.
Investors and security holders may obtain free copies of these documents and
other documents filed with the
South State Corporation
1101 First Street South , Suite 202
(863) 293-4710
Participants in Solicitation
South State, CenterState and certain of their directors and executive officers
may be deemed participants in the solicitation of proxies from the shareholders
of each of South State and CenterState in connection with the
merger. Information regarding the directors and executive officers of South
State and CenterState and other persons who may be deemed participants in the
solicitation of the shareholders of South State or of CenterState in connection
with the merger is contained in the definitive joint proxy statement/prospectus
related to the proposed merger. Information about the directors and executive
officers of South State and their ownership of South State common stock can also
be found in South State's definitive proxy statement in connection with its 2019
annual meeting of shareholders, as filed with the
--------------------------------------------------------------------------------
© Edgar Online, source