JACKSONVILLE BANCORP, INC. (NASDAQ:JXSB) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01
On June 4, 2018, to the Merger Agreement, Merger Sub merged with and into Jacksonville Bancorp, with Jacksonville Bancorp as the surviving entity (the “Merger”). Following the Merger, Jacksonville Bancorp was dissolved.
Under the terms of the Merger Agreement, each share of Jacksonville Bancorp common stock was converted into the right to receive $33.70 in cash (the “Merger Consideration”). At the Effective Time, each option to purchase Jacksonville Bancorp common stock issued by Jacksonville Bancorp was canceled and the holder received the right to receive a cash payment equal to $33.70 minus the option exercise price. Additionally, at the Effective Time, each restricted stock award issued that was outstanding at the Effective Time, vested in full and such shares were converted into the right to receive the Merger Consideration.
Subsequent to the Merger, it is expected that Jacksonville Savings Bank, an Illinois savings bank that was wholly owned by Jacksonville Bancorp, will be merged with and into CNB Bank & Trust, N.A., an Illinois commercial bank and wholly owned subsidiary of CNB (“CNB Bank & Trust”), with CNB Bank & Trust as the surviving entity (the “Bank Merger”). The Bank Merger is expected to be completed in the fourth quarter of 2018 or the first quarter of 2019.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to Jacksonville Bancorp’s Current Report on Form 8-K filed on January 18, 2018 and is incorporated herein by reference.
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Ruleor Standard; Transfer of Listing. |
As a result of the Merger and subsequent dissolution, Jacksonville Bancorp no longer fulfills the listing requirements of the Nasdaq Stock Market (“Nasdaq”). On June 4, 2018, Jacksonville Bancorp notified Nasdaq that trading in Jacksonville Bancorp common stock should be suspended and the listing of Jacksonville Bancorp common stock should be removed, in each case prior to the opening of the market on June 5, 2018. Nasdaq has filed a notification of removal from listing of Jacksonville Bancorp common stock on Form 25 with the Securities and Exchange Commission to deregister Jacksonville Bancorp’s common stock under Section 12 of the Securities Exchange Act of 1934. CNB, as successor to Jacksonville Bancorp, intends to file a Form 15 with the Securities and Exchange Commission to suspend Jacksonville Bancorp’s reporting obligations under Sections 13 and 15(d) of the Securities Exchange Act of 1934.
| Item 3.03 | Material Modification to the Rights of Security Holders. |
The information set forth under Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
| Item 5.01 | Changes in Control of Registrant. |
The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective upon the consummation of the Merger, Jacksonville Bancorp’s directors and executive officers ceased serving in such capacities. At the Effective Time, Richard A. Foss, President and Chief Executive Officer of Jacksonville Bancorp, was appointed as a director of CNB Bank & Trust.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Effective upon the consummation of the Merger, the Articles of Incorporation and the Bylaws of Jacksonville Bancorp ceased to be in effect.
| Item 9.01 | Financial Statements and Exhibits |
| (a) | Financial Statements of Businesses Acquired. Not applicable |
| (b) | Pro Forma Financial Information. Not Applicable |
| (c) | Shell Company Transactions. Not Applicable |
* Incorporated by reference to Exhibit 2.1 to Registrant’s Form 8-K filed on January 18, 2018.
About JACKSONVILLE BANCORP, INC. (NASDAQ:JXSB)
Jacksonville Bancorp, Inc. is the bank holding company for Jacksonville Savings Bank (the Bank). The Bank is an Illinois-chartered savings bank. The Bank is engaged in the business of attracting retail deposits from the general public in its market area and using such funds, together with borrowings and funds from other sources, to originate mortgage loans secured by one- to four-family residential real estate, commercial and agricultural real estate, and home equity loans. The Bank also originates commercial and agricultural business loans, and consumer loans. It invests in the United States Government agency securities, bank-qualified, general obligation municipal issues and mortgage-backed securities issued or guaranteed by the United States Government or enterprises. Its principal sources of funds are customer deposits, proceeds from the sale of loans, short-term borrowings, funds received from the repayment and prepayment of loans and mortgage-backed securities.
