Item 1.01 Entry into a Material Definitive Agreement
On
Under the terms of the Reorganization Agreement, each share of Pedestal common
stock issued and outstanding immediately prior to the effective time of the
merger will be converted into the right to receive 1.745 shares of Business
First's common stock. In addition, prior to the closing of the merger, Pedestal
will be permitted to make a one-time distribution to its shareholders equal to
the balance of Pedestal's accumulated adjustment account, subject to a maximum
of
The Reorganization Agreement contains customary representations and warranties and covenants by Business First and Pedestal. Included among the covenants contained in the Reorganization Agreement is the obligation of Pedestal not to solicit, initiate, encourage or otherwise facilitate any inquiries or other proposals related to, participate in any discussions or negotiations regarding or furnish any nonpublic information related to, any alternative business combination transaction, subject to certain exceptions. In the event that Pedestal receives an unsolicited proposal with respect to an alternative business combination transaction that its board of directors determines to be superior to the transaction with Business First, Business First will have an opportunity to match the terms of such proposal, subject to certain requirements.
The assertions embodied in the representations and warranties contained in the Reorganization Agreement were made solely for purposes of the Reorganization Agreement and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating terms. Moreover, the representations and warranties are subject to contractual standards of materiality that may be different from what may be viewed as material to shareholders, and the representations and warranties may have been used to allocate risk between Business First and Pedestal rather than establishing matters as facts. For the foregoing reasons, no one should rely on such representations, warranties, covenants or other terms, provisions or conditions as statements of factual information regarding Business First or Pedestal at the time they were made or otherwise. The representations and warranties of the parties will not survive the closing.
The transaction is subject to customary closing conditions, including the
receipt of regulatory approvals, approval of the merger by the shareholders of
Pedestal and approval of the merger and the issuance of shares of Business First
common stock in connection with the merger by the shareholders of Business
First. The Reorganization Agreement also provides certain termination rights for
both Business First and Pedestal, and further provides that a termination fee of
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The foregoing summary of the Reorganization Agreement is not complete and is qualified in its entirety by reference to the complete text of such document, which is filed as Exhibit 2.1 to this Current Report on Form 8-K.
The Reorganization Agreement has been unanimously approved by the boards of directors of each of Business First and Pedestal, and the Reorganization Agreement has been executed and delivered by each of the parties. Subject to the satisfaction of all closing conditions, including the receipt of all required regulatory and shareholder approvals from both Business First and Pedestal, the merger is expected to be completed in the second quarter of 2020. In connection with the execution of the Reorganization Agreement, the non-employee directors of Pedestal entered into customary non-competition agreements, and all of Pedestal's directors and executive officers entered into a voting agreement related to the transaction. The non-competition agreements provide generally that the executing party will not solicit the former employees or customers of Pedestal, or otherwise engage in banking activities in competition with Business First, for a period of two years following the effective date of the merger, subject to certain exceptions. The voting agreements generally provide that the executing party will vote his or her shares in favor of the Reorganization Agreement at any meeting of the Pedestal shareholders called to consider such transaction(s).
Item 9.01 Financial Statements and Exhibits
(d) EXHIBITS
2.01 Agreement and Plan of Reorganization by and between Business First
Bancshares, Inc. andPedestal Bancshares, Inc. , datedJanuary 22, 2020 .
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Forward-Looking Statements
Statements in this report may not be based on historical facts and may be
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements may be
identified by reference to future period(s) or by the use of forward-looking
terminology, such as "anticipate," "estimate," "expect," "foresee," "may,"
"might," "will," "would," "could" or "intend," future or conditional verb
tenses, and variations or negatives of such terms. These forward-looking
statements include, without limitation, statements relating to (i) the expected
impact of the proposed transaction between Business First and Pedestal (the
"Proposed Transaction") on the combined entities' operations, financial
condition, and financial results, (ii) expectations regarding the ability of
Business First to successfully integrate the combined businesses, and (iii) the
amount of cost savings and other benefits that are expected to be realized as a
result of the Proposed Transaction. Readers are cautioned not to place undue
reliance on the forward-looking statements contained in this report because
actual results could differ materially from those indicated in such
forward-looking statements due to a variety of factors. These factors, include,
but are not limited to, the ability to obtain regulatory approvals and meet
other closing conditions required to complete the Proposed Transaction,
including necessary approvals by Business First's and Pedestal's respective
shareholders, on the expected terms and schedule, delay in closing the Proposed
Transaction, difficulties and delays in integrating the Pedestal businesses or
fully realizing cost savings from and other anticipated benefits of the Proposed
Transaction, business disruption during and following the Proposed Transaction,
changes in interest rates and capital markets, inflation, customer acceptance of
the combined business's products and services, and other risk factors. Other
relevant risk factors may be detailed from time to time in Business First's
reports and filings with the
Additional Information and Where to Find It
This report 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 Transaction. 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 or solicitation would be unlawful.
In connection with the Proposed Transaction, Business First will file with the
Free copies of the Joint Proxy Statement-Prospectus, as well as other filings
containing information about Business First, may be obtained at the
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Participants in the Solicitation
Business First, Pedestal and certain of their directors, executive officers and
employees may be deemed to be participants in the solicitation of proxies from
the shareholders of Business First and Pedestal in connection with the Proposed
Transaction. Information about Business First's directors and executive officers
is available in its proxy statement for its 2019 annual meeting of shareholders,
which was filed with the
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