GUARANTY FEDERAL BANCSHARES, INC. (NASDAQ:GFED) Files An 8-K Entry into a Material Definitive AgreementItem 7.01.Entry into a Material Definitive Agreement
On November 30, 2017, Guaranty Federal Bancshares, Inc., a Delaware corporation (“Guaranty”), entered into an Agreement and Plan of Merger with Hometown Bancshares, Inc., a Missouri corporation (“Hometown”) (the “Agreement”). to the terms of the Agreement, Hometown will merge into Guaranty, with Guaranty being the surviving corporation. Under the terms of the Agreement, each share of Hometown common stock will be exchanged for $20.00 in cash and the transaction is valued at approximately $4.6 million. The description of the Agreement contained in this Current Report on Form 8-K is qualified in its entirety by reference to the full text of the Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
The acquisition has been approved by the board of directors of each of Guaranty and Hometown and is subject to certain regulatory approvals as well as the approval and adoption of the Agreement by Hometown’s shareholders. Guaranty and Hometownhave made customary representations and warranties about their business and covenants pending the closing of the acquisition, including covenants by Hometown to cause Hometown Bank, National Association, its wholly-owned bank subsidiary, to conduct its business in the ordinary course.Hometown has agreed not to (i)solicit proposals related to alternative business combination transactions or (ii) subject to certain exceptions, enter into discussions or negotiations or provide confidential information in connection with any proposals for alternative business combination transactions. Each party also has the right to terminate the Agreement under certain circumstances.
The Agreement, which has been included to provide investors with information regarding its terms, contains representations and warranties of each of Guaranty and Hometown. The assertions embodied in those representations and warranties were made for purposes of the Agreement and are subject to qualifications and limitations agreed by the respective parties in connection with negotiating the terms of the Agreement.In addition, certain representations and warranties were made as of a specific date, may be subject to a contractual standard of materiality different from what a shareholder might view as material, or may have been used for purposes of allocating risk between the respective parties rather than establishing matters as facts.Interested parties should read the Agreement, together with the other information concerning Guaranty, publicly filed in reports and statements with the Securities and Exchange Commission.
Item 7.01.Regulation FD Disclosure
A copy of the Press Release, dated December 1, 2017, issued by Guaranty announcing the pending acquisition of Hometown is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 7.01.Financial Statements and Exhibits
GUARANTY FEDERAL BANCSHARES INC ExhibitEX-2.1 2 ex_101277.htm EXHIBIT 2.1 ex_101277.htm Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BETWEEN GUARANTY FEDERAL BANCSHARES,…To view the full exhibit click here
About GUARANTY FEDERAL BANCSHARES, INC. (NASDAQ:GFED)
Guaranty Federal Bancshares, Inc. is the savings and loan holding company for Guaranty Federal Savings Bank (the Bank). The Company operates through banking operation segment. The banking segment is engaged in the business of originating mortgage loans secured by one- to four-family residences, multi-family, construction, commercial and consumer loans. The Bank’s primary market areas are Greene and Christian Counties, which are in the southwestern corner of Missouri, and includes the cities of Springfield, Nixa and Ozark, and Missouri. The Bank’s loan portfolio consists of mortgage loans, including one- to four-family loans, multi-family loans, construction loans and commercial real estate loans; commercial business loans, and consumer loans. The Bank invests in mortgage-backed securities, the United States Government and federal agency securities, and other marketable securities. The Company owns Guaranty Statutory Trust I and Guaranty Statutory Trust II.
