Guaranty Bancorp (NASDAQ:GBNK) Files An 8-K Other Events
Item 8.01. Other Events.
As previously announced, on May22, 2018,Independent Bank Group,Inc. (“Independent”) entered into an Agreement and Plan of Reorganization with Guaranty Bancorp, a Delaware corporation (“Guaranty”), providing for the merger of Guaranty with and into Independent, with Independent continuing as the surviving entity (the “Merger”), subject to the terms and conditions set forth therein.
On December27, 2018, Guaranty and Independent jointly issued a press release announcing that the Merger is expected to be completed on January1, 2019. As previously disclosed, upon completion of the Merger, Guaranty stockholders will receive 0.45 shares of Independent common stock in exchange for each share of Guaranty common stock held immediately prior to the Merger.
A copy of the press release is attached as Exhibit99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Forward Looking Statements
Certain statements contained in this filing that are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties and are made to the safe harbor provisions of Section27A of the Securities Act of 1933, as amended and Section21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are typically, but not exclusively, identified by the use in the statements of words or phrases such as “aim”, “anticipate”, “estimate”, “expect”, “goal”, “guidance”, “intend”, “is anticipated”, “is expected”, “is intended”, “objective”, “plan”, “projected”, “projection”, “will affect”, “will be”, “will continue”, “will decrease”, “will grow”, “will impact”, “will increase”, “will incur”, “will reduce”, “will remain”, “will result”, “would be”, variations of such words or phrases (including where the word “could”, “may”, or “would” is used rather than the word “will” in a phrase) and similar words and phrases indicating that the statement addresses some future result, occurrence, plan or objective. The forward-looking statements that Guaranty and Independent make are based on the current expectations and assumptions regarding Guaranty’s and Independent’s business, the economy, and other future conditions. Because forward-looking statements relate to future results and occurrences, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. Many possible events or factors could affect Guaranty’s and Independent’s future financial results and performance and could cause those results or performance to differ materially from those expressed in the forward-looking statements. Such risks and uncertainties include, among others: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between Independent and Guaranty, the outcome of any legal proceedings that may be instituted against Independent or Guaranty, delays in completing the transaction, the failure to satisfy any of the conditions to the transaction on a timely basis or at all, the possibility that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Independent and Guaranty do business, the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events, diversion of management’s attention from ongoing business operations and opportunities, potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction,Independent’s ability to complete the acquisition and integration of Guaranty successfully, and the dilution caused by Independent’s issuance of shares of its common stock in connection with the transaction. Guaranty and Independent disclaim any obligation to update such factors or to publicly announce the results of any revisions to any of the forward-looking statements included herein to reflect future events or developments. Further information on Guaranty and Independent and factors which could affect the forward-looking statements contained herein can be found in Guaranty’s Annual Report on Form10-K for the fiscal year ended December31, 2017, its Quarterly Report on Form10-Q for the three-month period ended September30, 2018 and its other filings with the Securities and Exchange Commission (“SEC”) and in Independent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, its Quarterly Report on Form 10-Q for the three-month period ended September 30, 2018 and its other filings with the SEC.
Guaranty Bancorp Exhibit
EX-99.1 2 a18-42128_1ex99d1.htm EX-99.1 Exhibit 99.1 Press Release For Immediate Release INDEPENDENT BANK GROUP MERGER WITH GUARANTY BANCORP TO CLOSE AS PLANNED ON JANUARY 1,…
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About Guaranty Bancorp (NASDAQ:GBNK)
Guaranty Bancorp is the bank holding for Guaranty Bank and Trust Company (the Bank). The Company’s segment is banking. The Company operates approximately 30 branches and over two investment management firms, including Private Capital Management LLC (PCM) and Cherry Hills Investment Advisors Inc. (CHIA), in Colorado through the Bank. The Bank provides banking and other financial services, including commercial and industrial loans, real estate loans, construction loans, consumer loans and agriculture loans across its targeted Colorado markets to consumers and small to medium-sized businesses, including the owners and employees of those businesses. The Bank also provides wealth management solutions, including trust and investment management services. It provides traditional deposit accounts, such as demand, interest-bearing demand, negotiable order of withdrawal (NOW), money market, individual retirement accounts (IRA), time deposits and savings accounts.