Item 8.01 Other Events
On
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. These forward-looking statements include, but are not limited to, statements about (i) the benefits of the Merger, including future financial and operating results, cost savings enhancements to revenue and accretion to reported earnings that may be realized from the Merger; (ii) SB One's and Provident's plans, objectives, expectations and intentions and other statements contained in this Current Report on Form 8-K that are not historical facts; and (iii) other statements identified by words such as "expects" "anticipates," "intends," "plans," "believes," "seeks," "estimates," "targets," "projects," or words of similar meaning generally intended to identify forward-looking statements. These forward-looking statements are based upon the current beliefs and expectations of the respective managements of SB One and Provident and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the control of SB One and Provident. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the anticipated results discussed in these forward-looking statements because of possible uncertainties.
The following factors, among others, could cause actual results to differ
materially from the anticipated results or other expectations expressed in the
forward-looking statements: (1) the businesses of SB One and Provident may not
be combined successfully, or such combination may take longer, be more
difficult, time-consuming or costly to accomplish than expected; (2) the
expected growth opportunities or cost savings from the Merger may not be fully
realized or may take longer to realize than expected; (3) deposit attrition,
operating costs, customer losses and business disruption following the Merger,
including adverse effects on relationships with employees and customers, may be
greater than expected; (4) the regulatory approvals required for the Merger may
not be obtained on the proposed terms or on the anticipated schedule; (5) the
shareholders of SB One may fail to approve the Merger; (6) legislative or
regulatory changes, including changes in accounting standards, may adversely
affect the businesses in which SB One and Provident are engaged; (7) the
interest rate environment may further compress margins and adversely affect net
interest income; (8) results may be adversely affected by continued
diversification of assets and adverse changes to credit quality; (9) competition
from other financial services companies in SB One's and Provident's markets
could adversely affect operations; and (10) an economic slowdown could adversely
affect credit quality and loan originations. Additional factors, that could
cause actual results to differ materially from those expressed in the
forward-looking statements are discussed in SB One's and Provident's reports
(such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K) filed with the
Provident and SB One caution that the foregoing list of factors is not exhaustive. All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to SB One or Provident or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. SB One and Provident do not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statements are made.
Important Additional Information 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 Merger. 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.
In connection with the Merger, Provident will file with the
Free copies of the Proxy Statement/Prospectus, as well as other filings
containing information about SB One and Provident, may be obtained at the
Participants in the Solicitation
SB One, Provident and their respective directors, and certain of their executive
officers and employees may be deemed to be participants in the solicitation of
proxies from the shareholders of SB One in connection with the Merger.
Information about SB One's directors and executive officers is available in its
proxy statement for its 2019 annual meeting of shareholders, which was filed
with the
Item 9.01. Financial Statements and Exhibits
(a) Financial statements of businesses acquired. None. (b) Pro forma financial information. None. (c) Shell company transactions: None. (d) Exhibits. 99.1 Joint Press Release, datedMarch 12, 2020
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