First-Citizens Bank & Trust Company
(First Citizens Bank), Entegra Bank and Select Bank & Trust Company (Select Bank) issued a joint press release today stating
that Select Bank entered into an agreement to buy three Entegra Bank branches in Western North Carolina (the Branch Acquisition).
Entegra Bank and Select Bank entered into the purchase and assumption agreement for the Branch Acquisition on December 20,
2019. The Branch Acquisition is being undertaken to satisfy conditions in the previously announced Letter of Agreement with the
U.S. Department of Justice, Antitrust Division, in connection with the proposed merger of Entegra Financial Corp. (Entegra) and
Entegra Bank into First Citizens Bank (the Merger).
Completion of the Merger between First
Citizens Bank and Entegra remains subject to the satisfaction or waiver of other closing conditions, and is expected to occur on
or about December 31, 2019. The Branch Acquisition is subject to the closing of the Merger and other customary closing conditions,
including regulatory approvals, and is expected to occur in the second quarter of 2020. Entegra encourages customers of customers
of Entegra Bank to bank as they normally do at their existing branches.
A copy of the joint press release is
attached hereto as Exhibit 99.1 and incorporated herein by reference.
(d) Exhibits
Exhibit 99.1 Press release dated December 23, 2019.
Cautionary Notes Regarding Forward-Looking
Statements
Certain of the statements made in this Current Report on Form 8-K may constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. The words “expect,” “anticipate,” “intend,”
“plan,” “believe,” “seek” and “estimate,” and similar expressions, are intended
to identify such forward-looking statements, but other statements not based on historical information may also be considered forward-looking.
Forward-looking statements include statements about the benefits to Entegra or First Citizens and their bank subsidiaries of the
Merger, Entegra’s and First Citizens’ future financial and operating results, their respective plans, objectives and
intentions, and when the Merger will be completed. Forward-looking statements also include statements about the benefits to Select
Bank of the Branch Acquisition and when the Branch Acquisition will be completed. All forward-looking statements are subject to
known and unknown risks, uncertainties, and other factors that may cause the actual results, performance or achievements to differ
materially from any results, performance or achievements expressed or implied by such forward-looking statements, including, among
others, (1) disruption from the Merger, or recently completed mergers, and the Branch Acquisition with customer, supplier or employee
relationships, (2) uncertainties as to the timing of the Merger and Branch Acquisition, (3) the risk that the proposed transactions
may not be completed in a timely manner or at all, (4) the occurrence of any event, change or other circumstances that could give
rise to the termination of the merger agreement related to the Merger, including under circumstances that would require a party
to pay a termination fee, (5) the failure to obtain or delays in the receipt of necessary regulatory approvals that must be received
before the Merger may be completed, (6) the possibility that the amount of the costs, fees, expenses and charges related to the
Merger or the Branch Acquisition may be greater than anticipated, including as a result of unexpected or unknown factors, events
or liabilities, (7) the failure or delay of the other conditions to the consummation of the Merger to be satisfied or waived, (8)
reputational risk and the reaction of the parties’ customers to the Merger and the Branch Acquisition, (9) the risk of potential
litigation or regulatory action related to the Merger, (10) the risk that the cost savings and any revenue synergies from the Merger
may not be realized or take longer than anticipated to be realized, (11) general competitive, economic, political and market conditions,
and (12) difficulties experienced in the integration of the businesses. Additional factors which could affect the forward-looking
statements can be found in reports filed with the Securities and Exchange Commission (SEC) by First Citizens, Entegra and Select
and available on the SEC’s website at http://www.sec.gov. Except as may be required by applicable law, none of First Citizens,
Entegra or Select undertake any obligation to update or revise any forward-looking statements contained in this communication,
which speak only as of the date hereof, whether as a result of new information, future events or otherwise.
