Item 8.01 Other Events.
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The Additional Disclosures moot plaintiff's disclosure claims asserted in the Merger Litigation and, as a result, the plaintiffs have each agreed to dismiss the Merger Litigation with prejudice as to their individual claims and without prejudice to the claims of the putative members of the class.
This agreement to make the Additional Disclosures will not affect the merger consideration to be paid in connection with the merger of SB One with and into Provident or the timing of the annual meeting of SB One's shareholders.
SB One and the other defendants have vigorously denied, and continue to vigorously deny, that they have committed or aided and abetted in the commission of any violation of law or engaged in any of the wrongful acts that were or could have been alleged in the Merger Litigation, and expressly maintain that, to the extent applicable, they diligently and scrupulously complied with their fiduciary and other legal duties and are entering into the agreement to make the Additional Disclosures solely to eliminate the burden and expense of further litigation, to put the claims that were or could have been asserted to rest, and to avoid any possible delay to the closing of the merger that might arise from further litigation. Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein.
SUPPLEMENT TO DEFINITIVE PROXY STATEMENT/PROSPECTUS
The following information supplements the proxy statement/prospectus and should be read in connection with the proxy statement/prospectus, which should be read in its entirety. To the extent that information herein differs from or updates information contained in the proxy statement/prospectus, the information contained herein supersedes the information contained in the proxy statement/prospectus. All page references in the information below are to pages in the proxy statement/prospectus, and terms used below have the meanings set forth in the proxy statement/prospectus, unless otherwise defined below. Without admitting in any way that the disclosures below are material or otherwise required by law, SB One and Provident make the following supplemental disclosures:
Certain Unaudited Prospective Financial Information Regarding SB One Utilized by SB One's Board of Directors and SB One's Financial Advisor
The disclosure under the heading "The Merger-Certain Unaudited Prospective Financial Information Regarding SB One Utilized by SB One's Board of Directors and SB One's Financial Advisor" is hereby supplemented by deleting the second to last paragraph on page 92 of the proxy statement/prospectus and replacing it with the following:
SB One Prospective Financial Information
The following prospective financial information was discussed with KBW by SB One
management and used and relied upon by KBW at the direction of such management:
(1) publicly available consensus analyst GAAP earnings per share estimates for
SB One for the years ending
Provident Financial Prospective Financial Information
The following prospective financial information was discussed with KBW by
Provident Financial management and used and relied upon by KBW based on such
discussions and at the direction of SB One management: (1) publicly available
consensus analyst GAAP earnings per share estimates for Provident Financial for
the years ending
Certain Estimated Cost Savings Attributable to the Merger
The following estimates regarding certain cost savings attributable to the Merger were provided to and discussed with KBW by Provident Financial management and used and relied upon by KBW based on such discussions and at the direction of SB One management: 30% of projected SB One non-interest expenses, 25% phased-in during fiscal 2020.
Opinion of SB One's Financial Advisor
The disclosure under the heading "The Merger-Opinion of SB One's Financial Advisor-Financial Impact Analysis" is hereby supplemented by replacing the last three sentences of the section on page 64 of the proxy statement/prospectus with the following:
This analysis indicated the Merger could be accretive to Provident Financial's
estimated 2020 EPS and estimated 2021 EPS by approximately 2.4% and 9.1%,
respectively, and could be dilutive to Provident Financial's estimated tangible
book value per share at closing as of
The disclosure under the heading "The Merger-Opinion of SB One's Financial Advisor- Provident Financial Discounted Cash Flow Analysis" is hereby supplemented by adding the following sentence immediately following the fourth sentence of the first paragraph of the section on page 65 of the proxy statement/prospectus:
Estimates of excess cash flows were calculated generally as any portion of estimated earnings in excess of the amount assumed to be retained by Provident Financial to maintain the assumed tangible common equity to tangible asset ratio of 9.00%.
The disclosure under the heading "The Merger-Opinion of SB One's Financial Advisor- SB One Discounted Cash Flow Analysis" is hereby supplemented by adding the following sentence immediately following the fourth sentence of the first paragraph of the section on page 65 of the proxy statement/prospectus:
Estimates of excess cash flows were calculated generally as any portion of estimated earnings in excess of the amount assumed to be retained by SB One to maintain the assumed tangible common equity to tangible asset ratio of 9.00%.
The disclosure under the heading "The Merger-Opinion of SB One's Financial Advisor- Miscellaneous" is hereby supplemented by replacing the second paragraph page 66 of the proxy statement/prospectus with the following:
Pursuant to the KBW engagement agreement, SB One agreed to pay KBW a total cash
fee equal to 1.20% of the aggregate merger consideration,
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about (i) the benefits of a merger between SB One and Provident (the "Merger"), including future financial and operating results, cost savings, enhancements to revenue and accretion to reported earnings that may be realized from the Merger; (ii) Provident's and SB One's plans, objectives, expectations and intentions and other statements contained in this Current Report on Form 8-K that are not historical facts; and (iii) other statements identified by words such as "expects" "anticipates," "intends," "plans," "believes," "seeks," "estimates," "targets," "projects," or words of similar meaning generally intended to identify forward-looking statements. These forward-looking statements are based upon the current beliefs and expectations of the respective managements of Provident and SB One and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the control of Provident and SB One. 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 materially from the anticipated results discussed in these forward-looking statements because of possible uncertainties.
The following factors, 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 Provident and SB One may not
be combined successfully, or such combination may take longer, be more
difficult, time-consuming or costly to accomplish than expected; (2) the
expected growth opportunities or cost savings from the Merger may not be fully
realized or may take longer to realize than expected; (3) deposit attrition,
operating costs, customer losses and business disruption following the Merger,
including adverse effects on relationships with employees and customers, may be
greater than expected; (4) the remaining regulatory approval required for the
Merger may not be obtained on the proposed terms or on the anticipated schedule;
(5) the shareholders of SB One may fail to approve the Merger; (6) legislative
or regulatory changes, including changes in accounting standards, may adversely
affect the businesses in which Provident and SB One are engaged; (7) the
interest rate environment may further compress margins and adversely affect net
interest income; (8) results may be adversely affected by continued
diversification of assets and adverse changes to credit quality; (9) competition
from other financial services companies in Provident's and SB One's markets
could adversely affect operations; and (10) an economic slowdown could adversely
affect credit quality and loan originations. Additional factors that could cause
actual results to differ materially from those expressed in the forward-looking
statements are discussed in Provident's and SB One'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
In addition, the COVID-19 pandemic is having an adverse impact on both Provident
and SB One, their customers and the communities they serve. Given its ongoing
and dynamic nature, it is difficult to predict the full impact of the COVID-19
outbreak on Provident's and SB One's businesses. The extent of such impact will
depend on future developments, which are highly uncertain, including when the
coronavirus can be controlled and abated and when and how the economy may be
reopened. As the result of the COVID-19 pandemic and the related adverse local
and national economic consequences, both Provident and SB One could be subject
to any of the following risks, any of which could have a material, adverse
effect on our business, financial condition, liquidity, and results of
operations: the demand for their products and services may decline, making it
difficult to grow assets and income; if the economy is unable to substantially
reopen, and high levels of unemployment continue for an extended period of time,
loan delinquencies, problem assets, and foreclosures may increase, resulting in
increased charges and reduced income; collateral for loans, especially real
estate, may decline in value, which could cause loan losses to increase; their
allowances for loan losses may increase if borrowers experience financial
difficulties, which will adversely affect net income; the net worth and
liquidity of loan guarantors may decline, impairing their ability to honor
commitments to each company; as the result of the decline in the
Provident and SB One caution that the foregoing list of factors is not exhaustive. All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to Provident or SB One or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Provident and SB One do not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statements are made.
Important Additional Information and Where to Find It
This Current Report on Form 8-K 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 Merger. 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.
In connection with the Merger, Provident filed with the
Free copies of the proxy statement/prospectus, as well as other filings
containing information about Provident and SB One, may be obtained at the
Participants in the Solicitation
Provident, SB One and their respective directors, and certain of their executive
officers and employees may be deemed to be participants in the solicitation of
proxies from the shareholders of SB One in connection with the Merger.
Information about Provident's directors and executive officers is available in
its proxy statement for its 2020 annual meeting of stockholders, which was filed
with the
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