Farmers Capital Bank Corporation (NASDAQ:FFKT) Files An 8-K Other EventsItem 8.01 Other Events
As previously announced, Wesbanco, Inc. (“WesBanco”) and Farmers Capital Bank Corporation (“Farmers Capital”) entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”), dated as of April19, 2018, providing for, among other things, the merger of Farmers Capital with and into WesBanco with WesBanco surviving (the “Proposed Merger”). The Merger Agreement also provides that, immediately following the completion of the Proposed Merger, United Bank& Capital Trust Company, a Kentucky state-chartered commercial bank and a wholly-owned subsidiary of Farmers Capital (“United Bank”), will merge with and into Wesbanco Bank, Inc., a West Virginia banking corporation and a wholly-owned subsidiary of WesBanco (“WesBanco Bank”), with WesBanco Bank continuing as the surviving bank.
On July10, 2018 an alleged class action complaintwasfiled by a purported stockholder of Farmers Capital in the Franklin Circuit Court of the Commonwealth of Kentucky captionedParshall v. Farmers Capital Bank Corporation(Case No. 18-CI-00699) against Farmers Capital, United Bank, the individual members of the board of directors of Farmers Capital (“Defendant Directors”), WesBanco and WesBanco Bank (the “Complaint”). Among other things, the Complaint alleges that the Definitive Proxy Statement filed by Farmers Capital with the Securities and Exchange Commission (“SEC”) on June15, 2018 failed to disclose allegedly material information, including information relating to Farmers Capital’s financial projections and the valuation analyses performed by Farmers Capital’s financial advisor in connection with the Proposed Merger, and that the Director Defendants breached various of their fiduciary duties to Farmers Capital’s shareholders and that Farmers Capital, United Bank, WesBanco and WesBanco Bank aided and abetted those alleged breaches.
The Complaint generally seeks an injunction barring the defendants from consummating the Proposed Merger. Alternatively, the Complaint seeks rescission of the Merger or rescissory damages. The Complaint also requests an accounting for all damages suffered as a result of the alleged claims asserted in the Complaint and an award of the costs incurred in prosecuting the case, including attorneys’ and experts’ fees and costs.
WesBanco and Farmers Capital believe the allegations in the Complaint are without merit and intend to defend vigorously against those allegations.
Information About the Merger and Where to Find It
In connection with the Proposed Merger, Farmers Capital filed with the SEC a Definitive Proxy Statement, as well as other relevant documents concerning the proposed transaction. SHAREHOLDERS OF FARMERS CAPITAL AND OTHER INTERESTED PARTIES ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The Proxy Statement dated June15, 2018 was mailed to shareholders of Farmers Capital on or around June18, 2018. The Farmers Capital shareholder meeting is scheduled for July23, 2018. In addition, the Proxy Statement, and other related documents filed by Farmers Capital with the SEC, may be obtained for free at the SEC’s website at http://www.sec.gov, on the NASDAQ website at http://www.nasdaq.com and from Farmers Capital’s website at http://www.farmerscapital.com.
Participants in the Solicitation
WesBanco and Farmers Capital and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from the shareholders of Farmers Capital in connection with the Proposed Merger. Information about the directors and executive officers of WesBanco is set forth in the proxy statement for WesBanco’s 2018 annual meeting of shareholders, as filed with the SEC on March13, 2018. Information about the directors and executive officers of Farmers Capital is set forth in the proxy statement for Farmers Capital’s 2018 annual meeting of shareholders, as filed with the SEC on April2, 2018. Information about any other persons who may,
under the rules of the SEC, be considered participants in the solicitation of Farmers Capital shareholders in connection with the proposed merger is included in the Proxy Statement/Prospectus. You can obtain free copies of these documents from the SEC or Farmers Capital using the website information above. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
FARMERS CAPITAL SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS CAREFULLY BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS WITH RESPECT TO THE PROPOSED MERGER.
About Farmers Capital Bank Corporation (NASDAQ:FFKT)
Farmers Capital Bank Corporation is a bank holding company. The Company provides a range of banking and bank-related services to customers throughout Central and Northern Kentucky. The Company’s bank subsidiaries include Farmers Bank & Capital Trust Company, United Bank & Trust Company, First Citizens Bank and Citizens Bank of Northern Kentucky, Inc. The Company also owns FCB Services, Inc., a data processing subsidiary, and FFKT Insurance Services, Inc., a captive property and casualty insurance company. The Company’s primary deposit products are checking, savings and term certificate accounts. Its primary lending products are residential mortgage, commercial lending and consumer installment loans. The Company also offers other services, including cash management services, issuing letters of credit, safe deposit box rental and funds transfer services.
