Entegra Financial Corp. (NASDAQ:ENFC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01Entry into a Material Definitive Agreement.
On June 26, 2017, Entegra Financial Corp. (Entegra), the holding
company for Entegra Bank, Franklin, North Carolina, entered into
an Agreement and Plan of Merger and Reorganization (the Merger
Agreement) with Chattohoochee Bank of Georgia, Gainsville,
Georgia (Chattahoochee). Under the Merger Agreement,
Chattahoochee will merge with and into Entegra Bank (the Merger).
The aggregate merger consideration has a total current value of
approximately $34.9 million, or $14.75per share.
Subject to the terms and conditions of the Merger Agreement,
Chattahoochees shareholders will have the right to receive cash
in the amount of $14.75, shares of Entegra common stock, or a
combination thereof, for each share of Chattahoochee common
stock. The number of shares of Entegra common stock to be
exchanged for each share of Chattahoochee common stock will be
determined by dividing $14.75 by the 20-day average closing sales
price per share of Entegra common stock ending on the trading day
prior to the closing of the Merger, but in no event more than
0.7079 shares of Entegra common stock or less than 0.5792 shares
of Entegra common stock for each share of Chattahoochee common
stock. The total merger consideration will be prorated as
necessary to ensure that 70% of the total outstanding shares of
Chattahoochee common stock will be exchanged for cash, and 30% of
the total outstanding shares of Chattahoochee common stock will
be exchanged for shares of Entegra common stock. Additionally, at
closing each outstanding and unexercised option or warrant to
acquire shares of Chattahoochee common stock, whether or not
previously vested, will be cancelled in exchange for a cash
payment of $14.75 minus the exercise price for each Chattahoochee
share subject to such option or warrant.
The Merger Agreement has been unanimously approved by the boards
of directors of each of Entegra, Entegra Bank and Chattahoochee.
The closing of the Merger is subject to the approval of
Chattahoochees shareholders, requisite regulatory approvals, the
effectiveness of a registration statement to be filed by Entegra
with respect to the shares of Entegra common stock to be issued
in the Merger, and other customary closing conditions. The
parties anticipate closing the Merger during the fourth quarter
of 2017.
In connection with entering into the Merger Agreement, each of
the directors and executive officers of Chattahoochee has entered
into a voting and support agreement (collectively, the Support
Agreements). The Support Agreements generally require that each
Chattahoochee director and executive officer votes all of his or
her shares of Chattahoochee common stock in favor of the Merger
and against alternative transactions, and generally prohibits the
solicitation of an alternative transaction or the transfer of
such shareholders shares of Chattahoochee common stock prior to
the consummation of the Merger. The Support Agreements will
terminate upon the earliest of the consummation of the Merger, in
the event the Chattahoochee board of directors fails to recommend
approval of the Merger Agreement to its shareholders, or upon the
termination of the Merger Agreement in accordance with its terms.
The Merger Agreement may be terminated in certain circumstances,
including: (i) by mutual written agreement of the parties; (ii)
by either party in the event of a breach by the other party of
any representation, warranty, covenant, or other agreement
contained in the Merger Agreement which has not been cured within
30 days and where such breach is reasonably likely to permit such
party to refuse to consummate the Merger; (iii) by either party
in the event that any consent of any required regulatory
authority is denied by final action or any law or order
prohibiting the Merger becomes final and nonappealable; (iv) by
either party if the required Chattahoochee shareholder approval
is not obtained; (v) by either party in the event that the Merger
is not consummated by March 31, 2018; (vi) by Entegra in the
event that the Chattahoochee board of directors fails to
recommend approval of the Merger Agreement to its shareholders;
or (vii) by Chattahoochee, prior to Chattahoochee shareholder
approval, in order to enter into a superior proposal. Upon
termination of the Merger Agreement, under certain circumstances
Chattahoochee may be required to pay Entegra a termination fee of
$1.4 million.
The foregoing description of the Merger Agreement and the Support
Agreements does not purport to be complete and is qualified in
its entirety by reference to the full text of the Merger
Agreement and the Support Agreements, which are attached hereto
as Exhibit2.1 and are incorporated herein by reference. The
related joint press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference. The representations,
warranties and covenants of each party set forth in the Merger
Agreement have been made only for purposes of, and were and are
solely for the benefit of the parties to, the Merger Agreement,
may be subject to limitations agreed upon by the contracting
parties, including being qualified by confidential disclosure
memoranda made for the purposes of allocating contractual risk
between the parties to the Merger Agreement instead of
establishing these matters as facts, and may be subject to
standards of materiality applicable to the contracting parties
that differ from those applicable to investors. Accordingly, the
representations and warranties may not describe the actual state
of affairs at the date they were made or at any other time, and
investors should not rely on them as statements of fact. In
addition, such representations and warranties (i)will not survive
consummation of the Merger, unless otherwise specified therein,
and (ii)were made only as of the date of the Merger Agreement or
such other date as is specified in the Merger Agreement.
Moreover, information concerning the subject matter of the
representations and warranties may change after the date of the
Merger Agreement, which subsequent information may or may not be
fully reflected in the parties public disclosures. Accordingly,
the Merger Agreement is included with this filing only to provide
investors with information regarding the terms of the Merger
Agreement, and not to provide investors with any other factual
information regarding Entegra or Chattahoochee, their respective
affiliates or their respective businesses. The Merger Agreement
should not be read alone, but should instead be read in
conjunction with the other information regarding Entegra,
Chattahoochee, their respective affiliates or their respective
businesses, the Merger Agreement and the Merger that will be
contained in, or incorporated by reference into, the registration
statement on FormS-4 that will include a proxy statement of
Chattahoochee and a prospectus of Entegra, as well as in the Form
10-K, Forms 10-Q, Forms 8-K and other filings that Entegra makes
with the Securities and Exchange Commission (SEC).
Item 8.01Other Events.
Also on June 27, 2017, Entegra and Chattahoochee issued a joint
press release announcing the execution of the Merger Agreement. A
copy of the joint press release is attached hereto as Exhibit
99.1.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits
| Exhibit No. | Description | ||
| 2.1 |
Agreement and Plan of Merger and Reorganization, dated June 26, 2017, by and among Entegra Financial Corp., Entegra Bank and Chattahoochee Bank of Georgia. |
||
| 99.1 |
Joint Press Release dated June 27, 2017, announcing the Merger Agreement. |
FORWARD-LOOKING STATEMENTS
This Current Report may contain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, including Section 21E of the Securities Exchange Act of
1934 and Section 27A of the Securities Act of 1933. Such
statements involve known and unknown risks, uncertainties and
other factors that may cause actual results to differ materially.
Any statements that are not statements of historical fact may be
deemed to be forward-looking statements. Such statements are
often characterized by the use of qualifying words such as
expects, anticipates, believes, estimates, plans, projects, or
other statements concerning opinions or judgments of Entegra and
its management about future events.
Such forward-looking statements include, but are not limited to,
statements about the benefits of the combination of Entegra and
Chattahoochee, including future financial and operating results,
expected cost savings, expected impact on future earnings, the
combined banks plans, objectives, expectations and intentions and
other statements that are not historical facts. 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 you are
cautioned not to place undue reliance on any forward-looking
statements. We assume no duty to update forward-looking
statements.
In addition to factors previously disclosed in Entegras reports
filed with theSEC, the following factors among others, could
cause actual results to differ materially from forward-looking
statements: ability to obtain regulatory approvals and meet other
closing conditions to the acquisition, including approval by
Chattahoochees shareholders, on the expected terms and schedule;
delay in closing the acquisition; difficulties and delays in
integrating the Entegra and Chattahoochee 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;
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; the reaction to the
transaction of the banks customers, employees and counterparties;
and the impact, extent and timing of technological changes,
capital management activities, and other actions of theBoardof
Governors of the Federal Reserve and legislative and regulatory
actions and reforms.
ADDITIONAL INFORMATION ABOUT THE PROPOSED TRANSACTION AND
WHERE TO FIND IT
This Current Report is being made in respect of the proposed
transaction involving Entegra and Chattahoochee. This material is
not a solicitation of any vote or approval of Chattahoochees
shareholders and is not a substitute for the proxy
statement/prospectus or any other documents which and
Chattahoochee may send in connection with the proposed merger.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities.
In connection with the proposed acquisition, Entegra will file
with the SEC a registration statement on Form S-4 to register the
shares of Entegra common stock to be issued to the shareholders
of Chattahoochee. The registration statement will include a proxy
statement/prospectus which will be sent to the shareholders of
Chattahoochee seeking their approval of the acquisition and
related matters. In addition, Entegra may file other relevant
documents concerning the proposed acquisition with the SEC.
INVESTORS AND SHAREHOLDERS OF CHATTAHOOCHEE ARE URGED TO
READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE PROXY
STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT
AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN
CONNECTION WITH THE PROPOSED ACQUISITION BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT ENTEGRA, CHATTAHOOCHEE AND
THE PROPOSED TRANSACTION.
Investors and shareholders may obtain free copies of these
documents, when filed, through the website maintained by the SEC
at www.sec.gov. Free copies of the proxy statement/prospectus
also may be obtained, when available, by directing a request by
telephone or mail to Entegra Financial Corp., 14 One Center
Court, Franklin, North Carolina 28734, Attention: David Bright
(telephone: (828) 524-7000), or Chattahoochee Bank of Georgia,
643 E E Butler Parkway, Gainesville, Georgia 30503, Attention:
Investor Relations (telephone: (770) 536-0607), or by accessing
Entegras website at www.entegrabank.comunder Investor Relations.
The information on Entegras and Chattahoochees websites is not,
and shall not be deemed to be, a part of this Current Report or
incorporated into other filings either company makes with the
SEC.
Chattahoochee and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
shareholders of Chattahoochee in connection with the acquisition.
Information about the directors and executive officers of
Chattahoochee is set forth in the proxy statement for
Chattahoochees 2017 annual meeting of shareholders. Additional
information regarding the interests of these participants and
other persons who may be deemed participants in the proxy
solicitation may be obtained by reading the proxy
statement/prospectus when it becomes available.
Entegra Financial Corp. ExhibitEX-2.1 2 e17305_ex2-1.htm Exhibit 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION By and Among ENTEGRA FINANCIAL CORP.,…To view the full exhibit click here About Entegra Financial Corp. (NASDAQ:ENFC)
Entegra Financial Corp. is the holding company for Entegra Bank. The Company provides a range of financial services through full-service offices located in Cherokee, Henderson, Jackson, Macon, Polk and Transylvania counties, North Carolina and Anderson, Greenville, and Spartanburg counties, South Carolina. It provides full service retail and commercial banking products, as well as wealth management services through a third party. It operates through retail banking segment. Entegra Bank is a chartered savings bank. The Bank’s business consists primarily of accepting deposits from individuals and small businesses and investing those deposits, together with funds generated from operations and borrowings, primarily in loans secured by real estate, including commercial real estate loans, one- to four-family residential loans, construction loans, and home equity loans and lines of credit. It also originates commercial business loans and invests in investment securities.