HERITAGE COMMERCE CORP (NASDAQ:HTBK) Files An 8-K Other EventsItem 8.01 Other Events.
On April6, 2018, to the Agreement and Plan of Merger and Reorganization, dated as of December20, 2017 (the “Merger Agreement”), by and among Heritage Commerce Corp, a California corporation (“Heritage”), Heritage Bank of Commerce, a California chartered bank and wholly owned subsidiary of Heritage (“HBC”), and Tri-Valley Bank, a California chartered bank (“Tri-Valley”), Tri-Valley merged with and into HBC with HBC continuing as the surviving bank (the “Merger”).
to the terms of the Merger Agreement, upon completion of the Merger, each outstanding Tri-Valley common share, no par value per share (“Tri-Valley Common Share”), was converted into the right to receive 0.0489 of a share of Heritage common stock, no par value per share (“Heritage Common Stock”). Holders of Tri-Valley stock options and an outstanding warrant were cashed out in accordance with the terms of the Merger Agreement.
As a result of the Merger, Heritage will deliver approximately 1.9 million shares of Heritage Common Stock to the former holders of Tri-Valley Common Stock. Former holders of Tri-Valley Common Stock, as a group, have the right to receive shares of Heritage Common Stock in the Merger constituting approximately 4.7% of the outstanding shares of Heritage Common Stock immediately after the Merger.
On April9, 2018 Heritage issued a press release announcing the completion of the Merger. A copy of the press release is filed as Exhibit99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
Description |
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99.1 |
Press Release, dated April9, 2018. |