Item 2.01 Completion of Acquisition or Disposition of Assets.
On
At the Effective Time, each Company stock option award and Company restricted stock award that was outstanding immediately prior to the Effective Time was converted into a Citizens stock option award or Citizens restricted stock award, respectively. The conversion of such awards was calculated in accordance with the methodology set forth in the Merger Agreement. Following the conversion of Company stock options and restricted stock awards into Citizens awards at the Effective Time, the converted awards will continue to be governed by the same terms and conditions as were applicable prior to the Effective Time.
Immediately following the Merger,
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to this report and is incorporated herein by reference.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
As a result of the Merger, the Company no longer fulfills the listing
requirements of the NASDAQ Global Select Market ("NASDAQ"). The Company notified
NASDAQ that trading in Company Common Stock should be suspended and the listing
of Company Common Stock should be removed, in each case prior to the opening of
the market on
Item 3.03 Material Modification to the Rights of Security Holders.
The information set forth under Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
At the Effective Time, each holder of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time ceased to have any rights as a stockholder of the Company other than the right to receive the Merger Consideration in accordance with the Merger Agreement.
Item 5.01 Changes in Control of Registrant.
The information set forth under Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
As of the Effective Time, the certificate of incorporation of the Company and the bylaws of the Company ceased to be in effect by operation of law. Citizens' certificate of incorporation and bylaws in effect immediately prior to the Effective Time remained the certificate of incorporation and bylaws of Citizens (as the surviving corporation in the Merger).
The disclosure set forth in Item 2.01 is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
2.1 Agreement and Plan of Merger, datedJuly 28, 2021 , by and between Citizens Financial Group, Inc. andInvestors Bancorp, Inc. (Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K ofInvestors Bancorp, Inc. (Commission File No. 001-36441) filed with theSecurities and Exchange Commission onJuly 30, 2021 ). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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