Adjournment of Lone Star Bank Special Meeting of Shareholders Until July 11, 2023
2023年6月8日 - 5:33AM
First Guaranty Bancshares, Inc. (Nasdaq: FGBI) (“First Guaranty”)
previously filed a proxy statement/prospectus with respect to a
special meeting of the shareholders of Lone Star Bank (“Lone Star”)
to be held on Tuesday, June 13, 2023 at 10:00 a.m., local time, at
the Hilton Houston Westchase, 9999 Westheimer Rd., Houston, Texas
77042 (the “Special Meeting”) to, among other things, vote on a
proposal to approve the Agreement and Plan of Merger, dated January
6, 2023 (the “Merger Agreement”), by and among First Guaranty,
First Guaranty Bank, a Louisiana state bank and First Guaranty’s
wholly-owned banking subsidiary, and Lone Star, pursuant to which
Lone Star will merge with and into First Guaranty Bank, with First
Guaranty Bank surviving the merger (the “Merger”), and the
transactions contemplated by the Merger Agreement, including the
Merger (the “Merger Proposal”).
Lone Star is announcing that the Special Meeting
will be convened and immediately adjourned, without any business
being conducted. The Special Meeting will be adjourned until 10:00
a.m., local time, on Tuesday, July 11, 2023 (as reconvened, the
“Reconvened Special Meeting”), to solicit additional proxies in
favor of the Merger Proposal and to give Lone Star shareholders
sufficient time to consider the information furnished by First
Guaranty to the Lone Star shareholders and filed by First Guaranty
with the Securities and Exchange Commission (the “SEC”) pursuant to
Rule 425 on June 2, 2023. The Reconvened Special Meeting will be
held at the same location of 9999 Westheimer Rd., Houston, Texas
77042.
The record date will remain April 19, 2023, and
Lone Star shareholders of record as of the record date will
continue to be entitled to vote at the Reconvened Special Meeting.
Lone Star shareholders of record on the record date may attend the
Reconvened Special Meeting, including to vote and/or submit
questions during the Reconvened Special Meeting. Lone Star
shareholders who have previously cast their votes do not need to
vote again; however, Lone Star shareholders who have previously
cast their votes but wish to change their votes may vote again by
submitting another proxy card to Lone Star or by attending and
voting at the Reconvened Special Meeting. Lone Star shareholders
holding shares as of the record date are encouraged to vote prior
to and during the pendency of the Reconvened Special Meeting. Lone
Star shareholders who have previously cast their votes but wish to
change their votes by submitting another proxy card to Lone Star
may obtain another proxy card from Lone Star by contacting Brent
McRoberts, the Executive Vice President–Controller/Cashier of Lone
Star, at Lone Star’s principal office, located at 2600 South
Gessner Road, Suite 100, Houston, Texas 77063, E-mail:
BMcRoberts@lsbtexas.com, Telephone: (713) 358-9400.
Important Disclaimer
This press release 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 with respect to the proposed
acquisition by First Guaranty of Lone Star. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of the Securities Act of 1933, as amended, and no
offer to sell or solicitation of an offer to buy shall be made in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
In connection with the proposed transaction,
First Guaranty has filed with the SEC a Registration Statement on
Form S-4 that includes a proxy statement of Lone Star and a
prospectus of First Guaranty (the “Proxy Statement/Prospectus”),
and First Guaranty may file with the SEC other relevant documents
concerning the proposed transaction. The definitive Proxy
Statement/Prospectus has been mailed to shareholders of Lone Star.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, SHAREHOLDERS ARE
URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY
STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION CAREFULLY
AND IN THEIR ENTIRETY AND ANY OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC BY FIRST GUARANTY, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS
TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT FIRST GUARANTY, FIRST GUARANTY BANK, LONE STAR AND THE
PROPOSED TRANSACTION.
Free copies of the Proxy Statement/Prospectus,
as well as other filings containing information about First
Guaranty, may be obtained at the SEC’s website (http://www.sec.gov)
when they are filed by First Guaranty. You will also be able to
obtain these documents, when they are filed, free of charge, from
First Guaranty at www.fgb.net under the heading “SEC Filings.”
Copies of the Proxy Statement/Prospectus can also be obtained free
of charge, by directing a request to First Guaranty Bancshares,
Inc., 400 East Thomas Street, Hammond, Louisiana 70401, Attn:
Investor Relations, (985) 375-0343.
Participants in the
Solicitation
Lone Star and certain of their respective
directors and executive officers may be deemed to be participants
in the solicitation of proxies from the shareholders of Lone Star
in respect of the proposed transaction. Information about Lone
Star’s directors and executive officers can be found in the Proxy
Statement/Prospectus. Information regarding the persons who may,
under the rules of the SEC, be deemed participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, is contained in the
Proxy Statement/Prospectus and other relevant materials filed with
the SEC.
CONTACT: ALTON LEWIS, CEO AND ERIC
DOSCH, CFO985.375.0350 / 985.375.0308
First Guaranty Bancshares (NASDAQ:FGBI)
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から 1 2024 まで 1 2025