T Bancshares, Inc. (OTCMKTS:TBNC) Files An 8-K Other Events

T Bancshares, Inc. (OTCMKTS:TBNC) Files An 8-K Other Events

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Item 8.01 Other Events.

On April 28, 2017, T Bancshares, Inc. (T Bancshares) and T
Acquisition, Inc. (T Acquisition) received the last regulatory
approval that is required for T Acquisition to complete the
acquisition of Company and its wholly owned subsidiary, T Bank,
N.A. (the Merger). The Merger is expected to close on or about
May 15, 2017, subject to the satisfaction or waiver of the
customary closing conditions outlined in the merger agreement.
In connection with the Merger, holders of T Bancshares common
stock will be entitled to receive an amount in cash consisting of
two payments that, based on the T Bancshares Adjusted Equity (as
defined in the Agreement and Plan of Merger, dated November 10,
2016) at March 31, 2017, would have totaled approximately
$10.6343 per share:
Special Dividend. The first payment is a special
dividend to be paid by T Bancshares to each holder of
record of common stock as of a date just prior to closing
in an amount by which T Bancshares Adjusted Equity as of
a date just prior to closing exceeds $20,000,000. Based
on T Bancshares estimated, unaudited shareholders equity
as of March 31, 2017, the special dividend would have
equaled approximately $2.6067 per share. The special
dividend will increase (or decrease) based on T
Bancshares net income (or net losses) from March 31, 2017
to a date just prior to closing which is estimated to be
April 30, 2017.
Per Share Merger Consideration. The second payment
is the per share merger consideration to be paid by T
Acquisition for each share of T Bancshares common stock
issued and outstanding immediately prior to the effect
time of the merger equal to approximately $8.0275 per
share, subject to adjustment.
FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K contains statements regarding the
proposed Merger between T Bancshares and T Acquisition, the
expected timetable for completing the transaction, future
financial and operating results, and other statements about the
future expectations, beliefs, goals, plans or prospects of the
management of each of the T Bancshares and T Acquisition. These
statements are based on current expectations, estimates,
forecasts and projections and management assumptions about the
future performance of each of the Company, T Acquisition and the
combined corporation, as well as the businesses and markets in
which they do and are expected to operate. These statements
constitute forward-looking statements within the meaning of the
U.S. Private Securities Litigation Reform Act of 1995. Words such
as expects, believes, estimates, anticipates, targets, goals,
projects, intends, plans, seeks, indicates and variations of such
words and similar expressions are intended to identify such
forward-looking statements which are not statements of historical
fact. These forward-looking statements are not guarantees of
future performance and involve certain risks, uncertainties and
assumptions that are difficult to assess. Actual outcomes and
results may differ materially from what is expressed or
forecasted in such forward-looking statements. The closing of the
proposed Merger is subject to customary closing conditions. There
is no assurance that such conditions will be met or that the
proposed Merger will be consummated within the expected time
frame, or at all. If the Merger is completed, factors that may
cause actual outcomes to differ from what is expressed or
forecasted in these forward-looking statements include, among
things difficulties and delays in meeting the closing conditions
outlined in the merger agreement. For a more complete list and
description of such risks and uncertainties, refer to T
Bancsharess Annual Report on Form 10-K for the year ended
December 31, 2016 as well as other filings made by T Bancshares
with the Securities and Exchange Commission (the SEC). Except as
required under the U.S. federal securities laws and the rules and
regulations of the SEC, T Bancshares disclaims any intention or
obligation to update any forward-looking statements after the
distribution of this press release, whether as a result of new
information, future events, developments, changes in assumptions
or otherwise.
Additional Information and Where to Find It
In connection with the proposed Merger, the Company filed with
the SEC on February 10, 2017 a definitive proxy statement on
Schedule 14A, dated February 8, 2017 (the “Proxy Statement”),
as well as other relevant documents concerning the proposed
Merger. Shareholders are urged to read the Proxy Statement and
any other relevant documents filed with the SEC, as well as any
amendments or supplements to those documents, because they will
contain important information. You may obtain a free copy of the
Proxy Statement, as well as other filings containing information
about the Company, Parent and Tectonic, at the SEC’s Internet
site (www.sec.gov). You may also obtain these documents by
contacting the Company’s Corporate Secretary, at T Bancshares,
Inc., 16200 Dallas Parkway, Suite 190, Dallas, Texas 75248, or
via e-mail to [email protected] This communication does not
constitute an offer to sell or the solicitation of an offer to
buy any securities or a solicitation of any vote or approval.
Participants in Solicitation
The Company and its directors, executive officers, management and
employees may be deemed to be participants in the solicitation of
proxies in respect of the proposed Merger. Information concerning
the Company participants is set forth in the Company’s
definitive proxy statement, dated February 8, 2017, as filed with
the SEC on Schedule 14A. Additional information regarding the
interests of participants of the Company in the solicitation of
proxies in respect of the proposed Merger is included in the
Proxy Statement filed with the SEC.


About T Bancshares, Inc. (OTCMKTS:TBNC)

T Bancshares, Inc. serves as the bank holding company for T Bank, N.A., a national association (the Bank). The Bank is a full-service commercial bank offering a range of commercial and consumer banking services to small- to medium-sized businesses, single-family residential and commercial contractors and consumers. The Bank offers a range of deposit services, including demand deposits, regular savings accounts, money market accounts, individual retirement accounts, and certificates of deposit with fixed rates and a range of maturity options. The Bank also offers wealth management and trust services. These services are provided through a range of delivery systems, including automated teller machines, mobile banking and Internet banking. The Bank also offers traditional fiduciary services, such as serving as executor, trustee, agent, administrator or custodian for individuals, non-profit organizations, employee benefit plans and organizations.

T Bancshares, Inc. (OTCMKTS:TBNC) Recent Trading Information

T Bancshares, Inc. (OTCMKTS:TBNC) closed its last trading session up +0.08 at 10.62 with 11,275 shares trading hands.

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