First Bancorp (NASDAQ:FBNC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement. |
On May 1, 2017, First Bancorp, the holding company for First
Bank, Southern Pines, North Carolina, entered into an Agreement
and Plan of Merger and Reorganization (the Merger Agreement) with
ASB Bancorp, Inc. (ASBB), the holding company for Asheville
Savings Bank, S.S.B., Asheville, North Carolina (AS Bank). Under
the Merger Agreement, ASBB will merge with and into First Bancorp
(the Merger) and AS Bank will merge with and into First Bank.
The aggregate merger consideration has a total current value of
approximately$175 million, or$43.12per share, based on First
Bancorps closing share price on April 28, 2017.
Subject to the terms and conditions of the Agreement, ASBBs
shareholders will have the right to receive 1.44 shares of First
Bancorp common stock or $41.90 in cash, or a combination thereof,
for each share of ASBB common stock. The total merger
consideration will be prorated as necessary to ensure that 10% of
the total outstanding shares of ASBB common stock will be
exchanged for cash, and 90% of the total outstanding shares of
ASBB common stock will be exchanged for shares of First Bancorp
common stock, provided that the number of shares of First Bancorp
common stock to be issued will not exceed 19.9% of the number of
shares of First Bancorp common stock issued and outstanding
immediately before the effective time of the Merger, and to the
extent the total number of shares of First Bancorp common stock
would exceed 19.9% the proration of the total merger
consideration described above will be appropriately adjusted.
Additionally, at closing each outstanding and unexercised option
to acquire shares of ASBB common stock, whether or not previously
vested, will be cancelled in exchange for a cash payment of
$41.90 minus the exercise price for each ASBB share subject to
such stock option.
The Merger Agreement has been unanimously approved by the boards
of directors of each of First Bancorp and ASBB. The closing of
the Merger is subject to the approval of ASBBs shareholders,
requisite regulatory approvals, the effectiveness of a
registration statement to be filed by First Bancorp with respect
to the shares of First Bancorp 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.
The Merger Agreement also provides that following the closing of
the Merger, First Bancorp will appoint Suzanne S. DeFerie, ASBBs
current Chief Executive Officer and President, and one additional
representative of ASBBs board of directors to the board of
directors of First Bancorp and First Bank.
In connection with entering into the Merger Agreement, each of
the directors and executive officers of ASBB has entered into a
voting and support agreement (collectively, the Support
Agreements). The Support Agreements generally require that each
ASBB director and executive officer votes all of his or her
shares of ASBB 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 ASBB 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 ASBB 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 ASBB shareholder approval is not
obtained; (v) by either party in the event that the Merger is not
consummated by December 31, 2017; (vi) by First Bancorp in the
event that the ASBB board of directors fails to recommend
approval of the Merger Agreement to its shareholders; or (vii) by
ASBB, prior to ASBB shareholder approval, in order to enter into
a superior proposal. Upon termination of the Merger Agreement,
under certain circumstances ASBB may be required to pay First
Bancorp a termination fee of $6.8 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 and investor presentation are filed
as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and
are 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 First Bancorp or ASBB, 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 First Bancorp,
ASBB, 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 ASBB and a
prospectus of First Bancorp, as well as in the Forms 10-K, Forms
10-Q, Forms 8-K and other filings that each of First Bancorp and
ASBB make with the Securities and Exchange Commission (SEC).
| Item 8.01 | Other Events. |
Also on May 1, 2017, First Bancorp and ASBB issued a joint press
release announcing the execution of the Merger Agreement and
First Bancorp released an investor presentation further
describing the proposed transaction. Copies of the joint press
release and investor presentation are attached hereto as Exhibits
99.1 and 99.2.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description | |
| 2.1 |
Agreement and Plan of Merger and Reorganization, dated May 1, 2017, by and between First Bancorp and ASB Bancorp, Inc. |
|
| 99.1 |
Joint Press Release dated May 1, 2017, announcing the Merger Agreement. |
|
| 99.2 | Investor Presentation dated May 1, 2017. |
FORWARD-LOOKING STATEMENTS
This Current Report contains certain forward looking statements
within the meaning of the Private Securities Litigation Reform
Act of 1995 givingFirst BancorpsandASBBsexpectations 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. Such
forward-looking statements include, but are not limited to,
statements about the benefits of the combination of First Bancorp
and ASBB, including future financial and operating results,
expected cost savings, expected impact on future earnings, the
combined companys 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 First Bancorps and
ASBBs 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 Merger,
including approval by ASBBs shareholders, on the expected terms
and schedule; delay in closing the Merger; difficulties and
delays in integrating the First Bancorp and ASBB 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 companies 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 communication is being made in respect of the proposed
transaction involvingFirst BancorpandASBB.This material is not a
solicitation of any vote or approval ofASBBsshareholders and is
not a substitute for the proxy statement/prospectus or any other
documents whichFirst BancorpandASBBmay 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 transaction,First Bancorpintends
to file with theSECa Registration Statement on Form S-4 that will
include a proxy statement ofASBBand a prospectus ofFirst Bancorp,
as well as other relevant documents concerning the proposed
transaction.Investors and security holders are also urged to
carefully review and consider each ofFirst BancorpsandASBBspublic
filings with theSEC, including but not limited to their Annual
Reports on Form 10-K, their proxy statements, their Current
Reports on Form 8-K and their Quarterly Reports on Form 10-Q.The
proxy statement/prospectus will be mailed to ASBBsshareholders.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, INVESTORS AND
SHAREHOLDERS OF ASBB ARE URGED TO CAREFULLY READ THE ENTIRE
REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS REGARDING
THE PROPOSED MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THESEC, AS WELL AS ANY AMENDMENTS
OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors
and security holders may obtain a free copy of the proxy
statement/prospectus (when available) and other filings
containing information aboutFirst BancorpandASBBat theSECswebsite
atwww.sec.gov. Investors and security holders may also
obtain free copies of the documents filed with theSECbyFirst
Bancorpon its website athttp://www.localfirstbank.comand
byASBBon its website atwww.ashevillesavingsbank.com
First Bancorp,ASBB and certain of their respective directors and
executive officers, under theSECsrules, may be deemed to be
participants in the solicitation of proxies ofASBBsshareholders
in connection with the proposed transaction. Information about
the directors and executive officers ofFirst Bancorpand their
ownership ofFirst Bancorpcommon stock is set forth in the proxy
statement forFirst Bancorps2017 Annual Meeting of Shareholders,
as filed with theSECon Schedule 14A onMarch 27, 2017. Information
about the directors and executive officers ofASBBand their
ownership ofASBBcommon stock is set forth in the proxy statement
forASBBs 2017 Annual Meeting of Shareholders, as filed with
theSECon Schedule 14A onApril 5, 2017. Additional information
regarding the interests of those participants and other persons
who may be deemed participants in the transaction may be obtained
by reading the proxy statement/prospectus regarding the proposed
transaction when it becomes available.Free copies of this
document may be obtained as described in the preceding paragraph.
About First Bancorp (NASDAQ:FBNC)
First Bancorp is the bank holding company for First Bank (the Bank). The Company’s principal activity is the ownership and operation of First Bank. The Company engages in a range of banking activities, including the acceptance of deposits and the making of loans. The Company offers credit cards, debit cards, letters of credit, safe deposit box rentals and electronic funds transfer services, including wire transfers. In addition, the Company offers Internet banking, mobile banking, cash management and bank-by-phone capabilities to its customers. The Company also offers a mobile check deposit feature for its mobile banking customers that allows them to deposit checks through their smartphone. The Company offers remote deposit capture for its business customers. The Company conducts business from approximately 90 branches. The Bank’s subsidiaries include First Bank Insurance Services, Inc. (First Bank Insurance) and First Troy SPE, LLC. First Bancorp (NASDAQ:FBNC) Recent Trading Information
First Bancorp (NASDAQ:FBNC) closed its last trading session up +0.21 at 30.25 with 113,367 shares trading hands.