VERITEX HOLDINGS, INC. (NASDAQ:VBTX) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders
On April 6, 2017, in Dallas, Texas, Veritex Holdings, Inc. (the
Company) held a special meeting of its shareholders (the Company
Special Meeting) to approve the issuance (the Veritex Stock
Issuance Proposal) of the Companys common stock, par value $0.01
per share, in connection with the pending merger (the Merger) of
Spartan Merger Sub, Inc., a wholly-owned subsidiary of Veritex
(Merger Sub), with and into Sovereign Bancshares, Inc.
(Sovereign), to that certain Agreement and Plan of Reorganization
(the Merger Agreement), dated as of December 14, 2016, by and
among the Company, Sovereign and Merger Sub. Immediately
following the effective time of the Merger, Sovereign will,
subject to the terms and conditions of the Merger Agreement,
merge with and into the Company, with the Company surviving. Set
forth below is a brief description of each matter voted upon at
the Company Special Meeting and the results of voting on each
such matter.
Company) held a special meeting of its shareholders (the Company
Special Meeting) to approve the issuance (the Veritex Stock
Issuance Proposal) of the Companys common stock, par value $0.01
per share, in connection with the pending merger (the Merger) of
Spartan Merger Sub, Inc., a wholly-owned subsidiary of Veritex
(Merger Sub), with and into Sovereign Bancshares, Inc.
(Sovereign), to that certain Agreement and Plan of Reorganization
(the Merger Agreement), dated as of December 14, 2016, by and
among the Company, Sovereign and Merger Sub. Immediately
following the effective time of the Merger, Sovereign will,
subject to the terms and conditions of the Merger Agreement,
merge with and into the Company, with the Company surviving. Set
forth below is a brief description of each matter voted upon at
the Company Special Meeting and the results of voting on each
such matter.
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1.
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The issuance of shares of the Companys common stock,
par value $0.01 per share, in accordance with the terms and conditions of the Merger Agreement was approved by a majority of the votes cast by the Companys shareholders at the Company Special Meeting. The results of the voting on the Veritex Stock Issuance Proposal are set forth below: |
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Votes For
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Votes Against
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Abstentions
|
Broker Non-Votes
|
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10,788,142
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2,364
|
26,968
|
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2.
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The Company did not submit a proposal to adjourn the
Company Special Meeting because there were sufficient votes cast in favor of the Veritex Stock Issuance Proposal. |
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Item 8.01 Other Events
On April 6, 2017, in Dallas, Texas, Sovereign held a special
meeting of its shareholders (the Sovereign Special Meeting) to
adopt the Merger Agreement and approve the Merger (the Sovereign
Merger Proposal). Set forth below is a brief description of each
matter voted upon at the Sovereign Special Meeting and the
results of voting on each such matter.
meeting of its shareholders (the Sovereign Special Meeting) to
adopt the Merger Agreement and approve the Merger (the Sovereign
Merger Proposal). Set forth below is a brief description of each
matter voted upon at the Sovereign Special Meeting and the
results of voting on each such matter.
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1.
|
The adoption of the Merger Agreement and the approval
of the Merger were approved by the affirmative vote of the holders of at least two-thirds of the outstanding shares of Sovereign common stock entitled to vote. The results of the voting on the Sovereign Merger Proposal are set forth below: |
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Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
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4,585,115
|
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2.
|
Sovereign did not submit a proposal to adjourn the
Sovereign Special Meeting because there were sufficient votes cast in favor of the Sovereign Merger Proposal. |
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Cautionary Statement Regarding Forward-Looking Statements
The information presented herein and in other documents filed
with or furnished to the Securities and Exchange Commission (the
SEC), in press releases or other public shareholder
communications, or in oral statements made with the approval of
an authorized executive officer contains forward looking
statements within the meaning of the Private Securities
Litigation Reform Act of 1995 giving the Companys and Sovereigns
expectations or predictions of future financial or business
performance or conditions. Forward-looking statements are
typically identified by words such as believe, expect,
anticipate, intend, target, estimate, continue, positions,
prospects or potential, by future conditional verbs such as will,
would, should, could or may, or by variations of such words or by
similar expressions. These forward-looking statements are subject
to numerous assumptions, risks and uncertainties which change
over time. Forward-looking statements speak only as of the date
they are made and we assume no duty to update forward-looking
statements.
with or furnished to the Securities and Exchange Commission (the
SEC), in press releases or other public shareholder
communications, or in oral statements made with the approval of
an authorized executive officer contains forward looking
statements within the meaning of the Private Securities
Litigation Reform Act of 1995 giving the Companys and Sovereigns
expectations or predictions of future financial or business
performance or conditions. Forward-looking statements are
typically identified by words such as believe, expect,
anticipate, intend, target, estimate, continue, positions,
prospects or potential, by future conditional verbs such as will,
would, should, could or may, or by variations of such words or by
similar expressions. These forward-looking statements are subject
to numerous assumptions, risks and uncertainties which change
over time. Forward-looking statements speak only as of the date
they are made and we assume no duty to update forward-looking
statements.
You are cautioned not to place undue reliance on any
forward-looking statements, which speak only as of the date such
statements are made. These statements may relate to future
financial performance, strategic plans or objectives, revenues or
earnings projections, or other financial information. By their
nature, these statements are subject to numerous uncertainties
that could cause actual results to differ materially from those
anticipated in the statements. Statements about the expected
timing, completion and effects of the proposed transactions and
all other statements in this communication other than historical
facts constitute forward-looking statements.
forward-looking statements, which speak only as of the date such
statements are made. These statements may relate to future
financial performance, strategic plans or objectives, revenues or
earnings projections, or other financial information. By their
nature, these statements are subject to numerous uncertainties
that could cause actual results to differ materially from those
anticipated in the statements. Statements about the expected
timing, completion and effects of the proposed transactions and
all other statements in this communication other than historical
facts constitute forward-looking statements.
In addition to factors previously disclosed in the Companys
reports filed with the SEC and those identified elsewhere in this
communication, the following factors among others, could cause
actual results to differ materially from forward-looking
statements: delay in closing the Merger; difficulties and delays
in integrating the Company and Sovereign businesses or fully
realizing cost savings and other benefits; business disruption
following the proposed transaction; 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;
customer disintermediation; the introduction, withdrawal, success
and timing of business initiatives; competitive conditions; the
inability to realize cost savings or revenues or to implement
integration plans and other consequences associated with mergers,
acquisitions and divestitures; economic conditions; and the
impact, extent and timing of technological changes, capital
management activities, and other actions of the Board of
Governors of the Federal Reserve System and legislative and
regulatory actions and reforms.
reports filed with the SEC and those identified elsewhere in this
communication, the following factors among others, could cause
actual results to differ materially from forward-looking
statements: delay in closing the Merger; difficulties and delays
in integrating the Company and Sovereign businesses or fully
realizing cost savings and other benefits; business disruption
following the proposed transaction; 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;
customer disintermediation; the introduction, withdrawal, success
and timing of business initiatives; competitive conditions; the
inability to realize cost savings or revenues or to implement
integration plans and other consequences associated with mergers,
acquisitions and divestitures; economic conditions; and the
impact, extent and timing of technological changes, capital
management activities, and other actions of the Board of
Governors of the Federal Reserve System and legislative and
regulatory actions and reforms.
Additional Information About the Proposed Transaction and Where
to Find It
to Find It
This communication is being made in respect of the proposed
merger transaction involving the Company and Sovereign. This
communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities.
merger transaction involving the Company and Sovereign. This
communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities.
Investors and security holders are urged to carefully review and
consider the Companys public filings with the SEC, including but
not limited to its Annual Reports on Form 10-K, its proxy
statements, its Current Reports on Form 8-K and its Quarterly
Reports on Form 10-Q. The documents filed by the Company with the
SEC may be obtained free of charge from www.veritexbank.com under
the Investor Relations tab or at the SECs website at www.sec.gov.
Alternatively, these documents, when available, can be obtained
free of charge from the Company upon written request to Veritex
Holdings, Inc., Attn: Investor Relations, 8214 Westchester Drive,
Suite 400, Dallas, Texas 75225 or by calling (972) 349-6200.
consider the Companys public filings with the SEC, including but
not limited to its Annual Reports on Form 10-K, its proxy
statements, its Current Reports on Form 8-K and its Quarterly
Reports on Form 10-Q. The documents filed by the Company with the
SEC may be obtained free of charge from www.veritexbank.com under
the Investor Relations tab or at the SECs website at www.sec.gov.
Alternatively, these documents, when available, can be obtained
free of charge from the Company upon written request to Veritex
Holdings, Inc., Attn: Investor Relations, 8214 Westchester Drive,
Suite 400, Dallas, Texas 75225 or by calling (972) 349-6200.
In connection with the proposed transaction, the Company has
filed a registration statement on Form S-4 with the SEC which
includes a joint proxy statement of Sovereign and the Company and
a prospectus of the Company, and will file other documents
regarding the proposed transaction with the SEC. Before making
any investment decision, investors and security holders of
Sovereign and the Company are urged to carefully read the entire
registration statement and joint proxy statement/prospectus, as
well as any amendments or supplements to these documents and any
other relevant documents filed with the SEC, because they will
contain important information about the proposed transaction. A
definitive joint proxy statement/prospectus has been sent to the
shareholders of each institution seeking the required shareholder
approvals. Investors and security holders will be able to obtain
the registration statement and the joint proxy
statement/prospectus free of charge from the SECs website or from
the Company by writing to the address provided above.
filed a registration statement on Form S-4 with the SEC which
includes a joint proxy statement of Sovereign and the Company and
a prospectus of the Company, and will file other documents
regarding the proposed transaction with the SEC. Before making
any investment decision, investors and security holders of
Sovereign and the Company are urged to carefully read the entire
registration statement and joint proxy statement/prospectus, as
well as any amendments or supplements to these documents and any
other relevant documents filed with the SEC, because they will
contain important information about the proposed transaction. A
definitive joint proxy statement/prospectus has been sent to the
shareholders of each institution seeking the required shareholder
approvals. Investors and security holders will be able to obtain
the registration statement and the joint proxy
statement/prospectus free of charge from the SECs website or from
the Company by writing to the address provided above.
The Company and Sovereign and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from their shareholders in connection
with the proposed transaction. Information about the Companys
participants may be found in the definitive proxy statement filed
with the SEC on April 7, 2016. The definitive proxy statement can
be obtained free of charge from the sources indicated above.
Additional information regarding the interests of such
participants is included in the joint proxy statement/prospectus
and will be included in other relevant documents regarding the
proposed merger transaction filed with the SEC when they become
available, copies of which may also be obtained free of charge
from the sources indicated above.
executive officers may be deemed to be participants in the
solicitation of proxies from their shareholders in connection
with the proposed transaction. Information about the Companys
participants may be found in the definitive proxy statement filed
with the SEC on April 7, 2016. The definitive proxy statement can
be obtained free of charge from the sources indicated above.
Additional information regarding the interests of such
participants is included in the joint proxy statement/prospectus
and will be included in other relevant documents regarding the
proposed merger transaction filed with the SEC when they become
available, copies of which may also be obtained free of charge
from the sources indicated above.
About VERITEX HOLDINGS, INC. (NASDAQ:VBTX)
Veritex Holdings, Inc. is a bank holding company. The Company, through its subsidiary, Veritex Community Bank (the Bank), a Texas state chartered bank, provides relationship-driven commercial banking products and services tailored to meet the needs of small to medium-sized businesses and professionals. The Company operates through community banking segment. The Bank provides a range of banking services to individual and corporate customers, which include commercial and retail lending, and the acceptance of checking and savings deposits. It offers a full suite of online banking solutions, including access to account balances, online transfers, online bill payment and electronic delivery of customer statements, as well as automated teller machines (ATMs), and banking by telephone, mail and personal appointment. The Bank also offers debit cards, night depository, direct deposit, cashier’s checks and letters of credit, as well as treasury management services. VERITEX HOLDINGS, INC. (NASDAQ:VBTX) Recent Trading Information
VERITEX HOLDINGS, INC. (NASDAQ:VBTX) closed its last trading session down -0.02 at 27.00 with 59,217 shares trading hands.
