Item 8.01. Other Events.
On June 7, 2023, Lone Star Bank ("Lone Star") issued a press release to its
Shareholders regarding the special meeting of its Shareholders to be held on
Tuesday, June 13, 2023, to consider the approval of the Agreement and Plan of
Merger dated January 6, 2023 among First Guaranty Bancshares, Inc. ("First
Guaranty"), First Guaranty Bank and Lone Star and the transactions contemplated
thereby. Lone Star intends to convene and immediately adjourn the meeting
without any business being conducted.
A copy of the press release is attached as Exhibit 99.1 hereto and is
incorporated by reference herein.
Item 9.01. Exhibits.
Exhibit 99.1 Press Release dated June 7, 2023
Important Disclaimer
This report and its enclosures do 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 acquisition by First Guaranty of Lone
Star. 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 prior to registration
or qualification under the securities laws of any such jurisdiction.
In connection with the proposed transaction, First Guaranty has filed with the
SEC a Registration Statement on Form S-4 that includes a proxy statement of Lone
Star and a prospectus of First Guaranty (as amended, the "Proxy
Statement/Prospectus"), and First Guaranty may file with the SEC other relevant
documents concerning the proposed transaction. The definitive Proxy
Statement/Prospectus has been mailed to shareholders of Lone Star. BEFORE MAKING
ANY VOTING OR INVESTMENT DECISIONS, SHAREHOLDERS ARE URGED TO READ THE
REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED
TRANSACTION CAREFULLY AND IN THEIR ENTIRETY AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC BY FIRST GUARANTY, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS
TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FIRST
GUARANTY, FIRST GUARANTY BANK, LONE STAR AND THE PROPOSED TRANSACTION.
Free copies of the Proxy Statement/Prospectus, as well as other filings
containing information about First Guaranty, may be obtained at the SEC's
website (http://www.sec.gov) when they are filed by First Guaranty. You will
also be able to obtain these documents, when they are filed, free of charge,
from First Guaranty at www.fgb.net under the heading "SEC Filings." Copies of
the Proxy Statement/Prospectus can also be obtained free of charge, by directing
a request to First Guaranty Bancshares, Inc., 400 East Thomas Street, Hammond,
Louisiana 70401, Attn: Investor Relations, (985) 375-0343.
Participants in the Solicitation
Lone Star and certain of their respective directors and executive officers may
be deemed to be participants in the solicitation of proxies from the
shareholders of Lone Star in respect of the proposed transaction. Information
about Lone Star's directors and executive officers can be found in the Proxy
Statement/Prospectus. Information regarding the persons who may, under the rules
of the SEC, be deemed participants in the proxy solicitation and a description
of their direct and indirect interests, by security holdings or otherwise, is
contained in the Proxy Statement/Prospectus and other relevant materials filed
with the SEC.
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