CATHAY GENERAL BANCORP (NASDAQ:CATY) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02
On July 14, 2017, Cathay General Bancorp (“Cathay”) issued 926,192 shares of its common stock (the “Stock Consideration”) to Bank SinoPac Co. Ltd. (“Bank SinoPac”) as part of the consideration in connection with its acquisition of SinoPac Bancorp, the U.S. subsidiary of Bank SinoPac and the parent company of Far East National Bank (“FENB”) (the “Acquisition”), to the Stock Purchase Agreement between Cathay and Bank SinoPac, dated July 8, 2016 (the “Stock Purchase Agreement”), as described in Item 8.01 below.
The issuance of the Stock Consideration to Bank SinoPac, an accredited investor, in connection with the Acquisition was not registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder. The disclosures regarding the Stock Purchase Agreement and the transactions contemplated thereby, including the Acquisition and the issuance of the Stock Consideration, under Item 8.01 below are incorporated in this Item 3.02 by reference.
On July 14, 2017, Cathay completed its previously-announced acquisition of SinoPac Bancorp, the U.S. subsidiary of Bank SinoPac and the parent company of FENB, to the Stock Purchase Agreement.
Under the terms of the Stock Purchase Agreement, the total consideration was approximately $351.6 million, plus additional post closing payments based on the realization of certain assets of FENB. Cathay issued 926,192 shares of its common stock at the closing as consideration and the remainder of the consideration is payable in cash. $100 million of the consideration was deferred and will be released within one year based on the timing of the subsequent merger of FENB and Cathay Bank, a wholly-owned subsidiary of Cathay, and 10% of the consideration was held back and will be released over a period of three years.
A copy of the press release announcing the completion of the Acquisition is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| 99.1 | Press Release of Cathay General Bancorp, dated July 14, 2017 |
CATHAY GENERAL BANCORP ExhibitEX-99.1 2 v470819_ex99-1.htm EXHIBIT 99.1 Cathay General Bancorp Completes SinoPac Bancorp AcquisitionLOS ANGELES,…To view the full exhibit click here
About CATHAY GENERAL BANCORP (NASDAQ:CATY)
Cathay General Bancorp is a bank holding company. The Company holds Cathay Bank, a California state-chartered commercial bank (the Bank); approximately seven limited partnerships investing in affordable housing investments, in which the Bank is the sole limited partner; GBC Venture Capital, Inc, and Asia Realty Corp. It also owns the common stock of over five statutory business trusts created for issuing capital securities. The Bank primarily services individuals, professionals and small to medium-sized businesses in the local markets and provides commercial mortgage loans, commercial loans, small business administration (SBA) loans, residential mortgage loans, real estate construction loans, home equity lines of credit and installment loans to individuals for automobile, household and other consumer expenditures. The Bank offers passbook accounts, checking accounts, money market deposit accounts, certificates of deposit, individual retirement accounts, and public funds deposits.