First Security Group, Inc. Announces Election Deadline on Merger Consideration
2015年10月14日 - 5:00AM
ビジネスワイヤ(英語)
First Security Group, Inc. (“First Security”)(NASDAQ: FSGI)
announced today that, in connection with its pending merger with
Atlantic Capital Bancshares, Inc. ("Atlantic Capital"), it has set
an Election Deadline of October 26, 2015 for First Security
shareholders to elect the form of merger consideration they will
receive in the merger. Consummation of the merger is subject to
closing conditions, including the approval of First Security
shareholders at a meeting to be held on October 21, 2015, as well
as the approval of Atlantic Capital shareholders at a separate
meeting on that same day. It is current anticipated that the merger
will be consummated on October 31, 2015.
First Security also announced that it has given formal written
notice to Nasdaq of its intention to voluntarily delist its common
stock from the Nasdaq Capital Market. The Company intends to file a
Form 25 with the Securities and Exchange Commission and Nasdaq on
October 23, 2015 to effect the voluntary delisting of its common
stock from the Nasdaq Capital Market in connection with its merger
with Atlantic Capital. The delisting of First Security common stock
is expected to be effective prior to markets opening on November 2,
2015. It is anticipated that Atlantic Capital will commence trading
that same day.
Additional Information About the Atlantic Capital/First
Security Transaction:
This communication relates to the proposed merger transaction
involving Atlantic Capital and First Security. In connection with
the proposed merger, Atlantic Capital and First Security have filed
a definitive joint proxy statement/prospectus on Form S-4 and other
relevant documents concerning the Merger with the Securities and
Exchange Commission (the “SEC”), which were mailed to shareholders
on or about September 18, 2015. BEFORE MAKING ANY VOTING OR
INVESTMENT DECISION, INVESTORS ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE
SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY
REFERENCE IN THE JOINT PROXY STATEMENT/PROSPECTUS BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT ATLANTIC CAPITAL, FIRST
SECURITY AND THE PROPOSED MERGER. Investors are able to obtain
copies of the joint proxy statement/prospectus and other relevant
documents (as they become available) free of charge at the SEC’s
website (www.sec.gov). Copies of documents filed with the SEC by
Atlantic Capital will be available free of charge from Patrick T.
Oakes, Executive Vice President and Chief Financial Officer,
Atlantic Capital Bancshares, 3280 Peachtree Road, N.E., Suite 1600,
Atlanta, Georgia, 30305, telephone: (404) 995-6050. Documents filed
with the SEC by First Security will be available free of charge
from First Security by contacting John R. Haddock, Executive Vice
President and Chief Financial Officer, First Security Group, Inc.,
531 Broad Street, Chattanooga, Tennessee, telephone: (423)
308-2075.
Atlantic Capital, First Security and certain of their directors,
executive officers and other members of management and employees
may be deemed to be participants in the solicitation of proxies
from the shareholders of Atlantic Capital and the shareholders of
First Security in connection with the proposed merger. Information
about the directors and executive officers of Atlantic Capital is
included in the definitive joint proxy statement/prospectus filed
with the SEC on September 15, 2015. Information about the directors
and executive officers of First Security is included in the proxy
statement for its 2015 annual meeting of shareholders, which was
filed with the SEC on April 29, 2015. Additional information
regarding the interests of such participants and other persons who
may be deemed participants in the transaction is included in the
definitive joint proxy statement/prospectus and other relevant
documents filed with the SEC as they become available.
“Safe Harbor” Statement Under the Private Securities
Litigation Reform Act of 1995:
This communication contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, which Congress passed in an effort to encourage companies to
provide information about their anticipated future financial
performance. This act protects a company from unwarranted
litigation if actual results are different from management
expectations. This communication reflects the current views and
estimates of future economic circumstances, industry conditions,
company performance, and financial results of the management of
Atlantic Capital and First Security. These forward-looking
statements are subject to a number of factors and uncertainties
which could cause Atlantic Capital’s, First Security’s or the
combined company’s actual results and experience to differ from the
anticipated results and expectations expressed in such
forward-looking statements, and such differences may be material.
Forward-looking statements speak only as of the date they are made
and neither Atlantic Capital nor First Security assumes any duty to
update forward-looking statements. In addition to factors
previously disclosed in First Security’s reports filed with the SEC
and those identified elsewhere in this communication, these
forward-looking statements include, but are not limited to,
statements about (i) the expected benefits of the transaction
between Atlantic Capital and First Security and between Atlantic
Capital Bank and FSGBank, including future financial and operating
results, cost savings, enhanced revenues and the expected market
position of the combined company that may be realized from the
transaction, and (ii) Atlantic Capital’s and First Security’s
plans, objectives, expectations and intentions and other statements
contained in this communication that are not historical facts.
Other statements identified by words such as “expects,”
“anticipates,” “intends,” “plans,” “believes,” “seeks,”
“estimates,” “targets,” “will,” “projects” or words of similar
meaning generally are intended to identify forward-looking
statements. These statements are based upon the current beliefs and
expectations of Atlantic Capital’s and First Security’s management
and are inherently subject to significant business, economic and
competitive risks and uncertainties, many of which are beyond their
respective control. In addition, these forward-looking statements
are subject to assumptions with respect to future business
strategies and decisions that are subject to change. Actual results
may differ from those indicated or implied in the forward-looking
statements and such differences may be material.
The following risks, among others, could cause actual results to
differ materially from the anticipated results or other
expectations expressed in the forward-looking statements: (1) the
businesses of Atlantic Capital and First Security may not integrate
successfully or the integration may be more difficult,
time-consuming or costly than expected; (2) the expected growth
opportunities and cost savings from the transaction may not be
fully realized or may take longer to realize than expected; (3)
revenues following the transaction may be lower than expected as a
result of losses of customers or other reasons, including issues
arising in connection with integration of the two banks; (4)
deposit attrition, operating costs, customer loss and business
disruption following the transaction, including difficulties in
maintaining relationships with employees, may be greater than
expected; (5) governmental approvals of the transaction may not be
obtained on the proposed terms or expected timeframe; (6) the terms
of the proposed transaction may need to be modified to satisfy such
approvals or conditions; (7) Atlantic Capital’s shareholders or
First Security’s shareholders may fail to approve the transaction;
(8) reputational risks and the reaction of the companies’ customers
to the transaction; (9) diversion of management time on merger
related issues; (10) changes in asset quality and credit risk; (11)
the cost and availability of capital; (12) customer acceptance of
the combined company’s products and services; (13) customer
borrowing, repayment, investment and deposit practices; (14) the
introduction, withdrawal, success and timing of business
initiatives; (15) the impact, extent, and timing of technological
changes; (16) severe catastrophic events in our geographic area;
(17) a weakening of the economies in which the combined company
will conduct operations may adversely affect its operating results;
(18) the U.S. legal and regulatory framework, including those
associated with the Dodd Frank Wall Street Reform and Consumer
Protection Act, could adversely affect the operating results of the
combined company; (19) the interest rate environment may compress
margins and adversely affect net interest income; (20) competition
from other financial services companies in the companies’ markets
could adversely affect operations; and (21) Atlantic Capital may
not be able to raise sufficient financing to consummate the merger.
Additional factors that could cause First Security’s results to
differ materially from those described in the forward-looking
statements can be found in First Security’s reports (such as Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K) filed with the SEC and available at the SEC’s
website (www.sec.gov). All subsequent written and oral
forward-looking statements concerning Atlantic Capital, First
Security or the proposed merger or other matters and attributable
to Atlantic Capital, First Security or any person acting on either
of their behalf are expressly qualified in their entirety by the
cautionary statements above. Atlantic Capital and First Security do
not undertake any obligation to update any forward-looking
statement, whether written or oral, to reflect circumstances or
events that occur after the date the forward-looking statements are
made.
Public companies, from time to time, become aware of rumors
concerning their business. Investors are cautioned that in this age
of instant communication and internet access, it may be important
to avoid relying on rumors and unsubstantiated information. First
Security complies with Federal and State law applicable to
disclosure of information. Investors may be at significant risk in
relying on unsubstantiated information from other sources.
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version on businesswire.com: http://www.businesswire.com/news/home/20151013006651/en/
First SecurityJohn R. Haddock, 423-308-2075EVP &
CFOjhaddock@fsgbank.com
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