ASB BANCORP, INC. (NASDAQ:ASBB) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01
Effective as of October 1, 2017, First Bancorp, the holding company for First Bank, Southern Pines, North Carolina, completed its acquisition by merger of ASB Bancorp, Inc. (the “Company”), the holding company for Asheville Savings Bank, S.S.B., Asheville, North Carolina (the “Merger”). The Company merged with and into First Bancorp, with First Bancorp as the surviving entity. The Merger was completed to an Agreement and Plan of Merger and Reorganization dated May 1, 2017 (the “Merger Agreement”).
Upon closing of the Merger, each outstanding share of the Company’s common stock, other than shares held by the Company, First Bancorp, or any other their respective wholly-owned subsidiaries, was converted into the right to receive 1.44 shares of First Bancorp’s common stock or $41.90 in cash, or a combination thereof. The Company’s shareholders were mailed election forms in August 2017 to choose their preferred mix of consideration, withthe deadline to make elections expiring on September 18, 2017.The preliminary results of the election indicate that shareholders who made an effective election will receive the merger consideration they requested, and each share of the Company’s common stock for which no election was received will receive 0.53 shares of First Bancorp common stock and $26.46 in cash.
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 the Company’s Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 1, 2017.
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On September 29, 2017, the Company notified The NASDAQ Stock Market LLC (“NASDAQ”) that the Merger would be effective at 12:01 a.m. on October 1, 2017. Prior to the open of trading on October 2, 2017, NASDAQ filed with the SEC an application on Form 25 to remove the Company’s common stock from listing on NASDAQ and withdraw the registration of the Company’s common stock under Section 12(b) of the Securities and Exchange Act of 1934, as amended. In connection with the completion of the Merger, trading of the Company’s common stock on NASDAQ ceased before the opening of trading on October 2, 2017. The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.
| Item 3.03 | Material Modifications to Rights to Security Holders. |
Upon the completion of the Merger, each outstanding share of the Company’s common stock (other than shares held by the Company, First Bancorp, or any of their respective wholly-owned subsidiaries) was converted into the right to receive 1.44 shares of First Bancorp’s common stock or $41.90 in cash, or a combination thereof. As described in the Company’s Current Report on Form 8-K filed on September 19, 2017, the Merger Agreement was approved by the Company’s shareholders at the special shareholders’ meeting held on September 19, 2017. The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.
| Item 5.01 | Changes in Control of Registrant. |
Upon the completion of the Merger effective as of October 1, 2017, the Company merged with and into First Bancorp and, accordingly, a change in control of the Company occurred. The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.
About ASB BANCORP, INC. (NASDAQ:ASBB)
ASB Bancorp, Inc. is the holding company for Asheville Savings Bank (the Bank). The Company’s principal business activity is the ownership of the outstanding shares of common stock of the Bank. The Bank is a chartered savings bank. It operates as a community-oriented financial institution offering traditional financial services to consumers and businesses in its primary market area. It accepts deposits from the public and uses these funds to originate loans. The Bank, through a third-party registered broker-dealer, offers its customers non-deposit investment products, including mutual funds, debt, equity and government securities, retirement accounts, insurance products, and fixed and variable annuities. Its primary market area is Asheville, North Carolina and the rest of Buncombe County where it has over eight branch offices, as well as Henderson, Madison, McDowell and Transylvania Counties where it has over five branch offices and a loan production office in Mecklenburg County.
