Background of the Merger. 12 The Special Committee's and the Instron Board's Recommendation......................................... 23
Background of the Merger. 1 Purpose, Structure and Reasons for the Merger....................................... 9 Fairness of the Merger; Recommendations............................................. 10
Background of the Merger. Purpose of the Transaction.... 7
Background of the Merger. Each of Dime’s and Xxxxxx’s boards of directors and their respective senior management teams have from time to time separately engaged in reviews and discussions of long-term strategies and objectives and have considered ways to enhance their respective company’s performance and prospects in light of competitive, macro-economic, regulatory and other relevant developments, all with the goal of increasing long-term value for their respective shareholders. For each of Dime and Bridge, these reviews and discussions have included periodic discussions with respect to potential strategic transactions that would further its objectives and the potential benefits and risks to each of Dime and Bridge, and their respective shareholders, of any such transactions. As part of their respective strategic reviews and discussions, each of Dime and Bridge has considered a number of factors, including that additional scale, geographic reach, market share presence, and a larger capital base may be required for continued growth and increased profitability of their respective businesses, potential opportunities for organic and inorganic growth, revenue stream diversification, investments in technology, and to respond to changes in the regulatory environment, interest rate environment and other general economic factors, and the competitive landscape for financial institutions. From time to time, the Dime board of directors discussed a broad list of potential targets that Dime could acquire, partners with which Dime could engage in a merger-of-equals transaction and buyers that potentially could acquire Dime. The Dime board of directors consistently indicated its desire to explore potential opportunities to enhance long-term value for Dime’s shareholders. Xx. Xxxxx, Xxxx’s Chief Executive Officer, and Xx. X’Xxxxxx, Bridge’s President and Chief Executive Officer, have periodically discussed trends in the financial services industry and their respective institutions generally. Prior to November 2019, none of these discussions included any discussions regarding a potential business combination between Dime and Bridge. In late-November 2019, Xx. X’ Xxxxxx telephoned Xx. Xxxxx to set up an in-person meeting, where they could discuss the New York banking landscape. At the regularly scheduled meeting of the Bridge board of directors held on December 12, 2019, Xx. X’Xxxxxx informed the board of directors of the telephone discussion he had, and of the dinner meeting that was scheduled with ...
Background of the Merger. The Special Committee selected Lehmxx Xxxthers based upon its reputation as an investment banking firm of international standing and based upon the recommendation of outside counsel to the Special Committee. The Special Committee did not undertake a formal interview process to select its financial advisor; rather the Special Committee considered the qualifications of a variety of nationally recognized investment banking firms. After interviewing Lehmxx Xxxthers and negotiating the terms of Lehmxx Xxxthers' engagement, the Special Committee selected Lehmxx Xxxthers as its exclusive independent financial advisor in connection with the Merger. At the commencement of its engagement, Lehmxx Xxxthers was paid a retainer fee of $100,000. Upon delivery of the Lehmxx Xxxnion, Lehmxx Xxxthers was paid an additional fee of $900,000. If the Merger is completed, Lehmxx Xxxthers will receive an additional fee of $2,000,000. Lehmxx Xxxthers will also be reimbursed for its out-of-pocket expenses in connection with the Merger. See "THE MERGER --
Background of the Merger. Meta’s board of directors and senior management regularly review and assess Meta’s business strategies and objectives, including strategic opportunities for the potential of business combinations, all with the goal of maximizing shareholder value. The strategic discussions have focused on, among other things, the evaluation of potential asset generating partners, the desire to accelerate the rotation of its earning asset base from lower- yielding securities to high quality, attractive-yielding loans and the benefits of offsetting the seasonality of earnings created by Meta’s other divisions. Crestmark’s mission is to add value to small- and medium-sized businesses by providing innovative financial solutions to niche markets. Crestmark’s board of directors believes that Crestmark’s success is derived primarily from the value and satisfaction provided to its stakeholders – including its clients, employees, shareholders, referral sources, regulators, and the industries and communities Crestmark serves. Crestmark’s board of directors regularly evaluates its strategic direction in light of this mission with the goal of fostering an atmosphere of creativity, flexibility, and integrity. During the latter half of 2016 through the first quarter of 2017, Crestmark held internal discussions and various meetings and conversations with investment banking firms, including Sandler X’Xxxxx, regarding the desire to develop additional sources of capital to support Crestmark’s continued growth. These discussions centered around the relative benefits, costs and risks associated with various financing options, and the services offered by the investment banking firms. On March 20, 2017, Crestmark’s board of directors and senior management met to discuss strategic alternatives to facilitate continued growth, including raising private equity, acquiring a traditional community bank to enhance its deposit base and expand its range of services, conducting an initial public offering, or merging with a strategic partner. Representatives of Xxxxxxx X’Xxxxx were invited to participate in the March 20, 2017 meeting and made a presentation to the Crestmark board on available capital-raising alternatives and potential merger partners. The Crestmark board determined that pursuing a strategic merger presented a compelling opportunity to further Crestmark’s mission, and directed management to further develop its analysis of strategic alternatives with a focus on identifying potential merger c...
Background of the Merger. Each of the ACE board and the Chubb board, acting independently and with the advice of senior management, regularly discusses and reviews the business, strategic direction, performance and prospects of ACE and Chubb, respectively, in the context of developments in the property and casualty insurance industry and the competitive landscape in the markets in which ACE and Chubb respectively operate and elsewhere. The senior management of both companies has also at times presented and discussed with their respective boards or individual board members various potential strategic alternatives involving possible acquisitions or business combinations that could complement and enhance the competitive strengths and strategic positions of the respective companies. In this regard, members of senior management of each of ACE and Chubb have from time to time met or otherwise communicated informally with representatives of other financial institutions regarding industry trends and issues and the strategic direction of their respective companies, including on occasion discussing the possible benefits and issues arising from potential business combinations or other strategic transactions. XXX was among the institutions with which members of Xxxxx’x senior management had informal communications from time to time, and Xxxx Xxxxxxxxx, the Chairman and Chief Executive Officer of ACE, and Xxxx Xxxxxxxx, the Chairman, President and Chief Executive Officer of Chubb, met on an informal basis at industry events and otherwise to discuss the industry and each was generally familiar with the businesses and operations of the other’s company. Although the two had previously discussed the potential benefits of a strategic transaction, they had not engaged in any formal merger discussions. On June 2, 2015, Xx. Xxxxxxxxx contacted a Senior Managing Director of Guggenheim Securities, whom Xx. Xxxxxxxxx knew worked with Chubb on strategic matters, in order to convey ACE’s interest in exploring a combination with Chubb. Xx. Xxxxxxxxx noted that XXX had spent considerable time analyzing the benefits that such a transaction would bring to both parties. Xx. Xxxxxxxxx acknowledged that any such transaction would need to include a price reflecting a substantial premium to Chubb’s then current market price, and he indicated a willingness to pay a 25 percent premium to Chubb’s trading price, in a mix of cash and stock, which ACE might, if warranted by due diligence and further discussion, be willing...
Background of the Merger. The Board of Directors has periodically assessed strategic options in light of increasing competition in the Web services industry with the objective of enhancing stockholder value. Among other things, the Board of Directors has assessed Hostopia’s prospects for continued growth given its relatively small size in the industry. While the majority of the strategic options explored by Hostopia involved the acquisition of other companies, from time to time Hostopia has discussed potential combinations with third parties involving the acquisition of Hostopia. The Board of Directors has established an M&A Committee which is comprised of Messrs. Xxxxxxx Xxxxxxxxxx (Chair), Xxxxxxx Xxxx and Xxxxx Xxxxxxxx, a majority of whom are independent members of the Board of Directors. The purpose of the M&A Committee has been to consider strategic acquisitions of other companies as well as consider potential combinations with third parties. During November and December 2007, Hostopia met with the chief executive officer of a third party (“Company #1”) to discuss a potential strategic transaction between Hostopia and Company #1. Following several additional introductory meetings, the stock price of Company #1 declined significantly, and Company #1 indicated that it intended to delay any additional discussions regarding a combination of Company #1 and Hostopia. On February 27, 2008, Deluxe first met with Hostopia concerning a potential commercial opportunity. On March 11, 2008, representatives of Hostopia met with a third party (“Company #2”) to discuss a strategic transaction. Following the execution of a confidentiality agreement and a discussion among representatives of Hostopia and Company #2, Hostopia determined that a strategic combination with Company #2 was not something the management wanted to pursue any further. On March 13, 2008, Hostopia and Deluxe entered into a confidentiality agreement. On March 19, 2008, the chief executive officer of a third party (“Company #3”) called Hostopia to discuss a potential strategic transaction. On March 27, 2008, Hostopia entered into a confidentiality agreement with Company #3 and representatives of Hostopia met with representatives of Company #3 to discuss a strategic combination. On April 7 and 8, 2008, representatives from Hostopia and Deluxe met at Deluxe’s headquarters to discuss a commercial relationship between Deluxe and Hostopia. On April 9, 2008, the chief executive officer of Deluxe met with the chief executive office...
Background of the Merger. Digital Fusion received inquiries into its possible sale beginning in 2006. The Digital Fusion board of directors began discussing the need to engage an investment banking firm in April of 2006. The purpose of engaging an investment banking firm was to provide the Digital Fusion board of directors with an analysis of potential strategies and also to assist in determining the value of the company. In July of 2006, the Digital Fusion board of directors engaged the investment banker, ISI Partners, LLC, or ISI, and requested that ISI provide recommendations as to the financial structure and strategic future of Digital Fusion. XXX made a presentation to the Digital Fusion board on July 26, 2006, in which it evaluated several potential courses of action for the company. After an extensive and detailed review of Digital Fusion’s strategy and financial projections, ISI recommended that Digital Fusion should deregister its stock under the Exchange Act and focus on building company value. On August 29, 2006, the Digital Fusion board of directors again met with ISI and its legal counsel, Xxxxxx, Xxxx, Xxxxxx & Xxxxx P.C., or LFSP, to discuss deregistration. Following an extensive review of ISI’s recommendation and the advice of legal counsel, the Digital Fusion board approved the filing of a Form 15 with the SEC in order to deregister its stock. Digital Fusion deregistered its stock by filing a Form 15 with the SEC on September 11, 2006. In October of 2006, the Digital Fusion board of directors formed a strategy committee, which would be responsible for shaping the future strategy of Digital Fusion. On November 1, 2006, the President of Digital Fusion responded to an inquiry from a well-established government contractor regarding a possible sale of Digital Fusion. The Digital Fusion board of directors determined that a sale of the business at that time was premature, and the President informed the company that there was no interest in selling the company at that time. On December 19, 2006, Digital Fusion’s President asked XXX to respond to an unsolicited inquiry from an investment bank regarding the Digital Fusion board of directors’ interest in selling Digital Fusion. ISI corresponded with the investment bank; however, it never replied. In August of 2007, XXX received an inquiry from another interested party, regarding its interest in purchasing Digital Fusion. On August 28, 2007, Digital Fusion and the interested party executed a Non-Disclosure Agreement. On Septem...
Background of the Merger. Southern States’ business strategy focuses on organic growth, including new hires and facilities, and growth through acquisitions of financial institutions. Approximately 18 months ago in September of 2022, senior management of Southern States held a strategic planning meeting which was attended by representatives of various investment banks and, as part of that meeting, identified potential targets for acquisitions, including Century Bank. Following this meeting, Southern States regularly evaluated acquisitions of other financial institutions, including institutions in the Atlanta metro area, as well as strategic combinations with other financial institutions as a means of growing asset size, enhancing competitiveness and delivering greater value for its shareholders. In November 2022, Performance Trust, on behalf of CBB, contacted Southern States regarding a potential meeting between Southern States and CBB. On November 15, 2022, a meeting was held at the office of Performance Trust in Atlanta, Georgia. Xxxxx Xxxxxxx, Xxxx Xxxxxxxx, Xxxx Xxxxx attended on behalf of Southern States and Xxxx Xxxxx attended on behalf of CBB. Performance Trust, as advisor to CBB, was also present. While discussions on a potential transaction between the parties did not progress immediately following this meeting, each party gained more familiarity with the other party’s operations and financial condition. As CBB’s financial advisor, Performance Trust from time to time made introductions between CBB executives and other prospective buyers to familiarize them with their possible partners. In May 2023, Performance Trust delivered a strategic planning presentation to CBB’s board of directors around the valuation landscape at the time and potential buyers. Xxxxxxx States was highlighted as a preferred buyer in the meeting. On July 10, 2023, Southern States and CBB attended a meeting in Anniston, Alabama to resume preliminary discussion regarding a potential transaction. At this meeting, Xxxx Xxxxxxxx, Xxxx Xxxxx, Xxxx Xxxxx, and Xxxx Xxxxx attended on behalf of Southern States and Xxxx Xxxxx and Xxxxx Xxxxxxx attended on behalf of CBB. During this meeting, there was a general discussion of the customer base, credit philosophy, culture, deposit composition, and general future outlook of each party. Following the meeting, representatives from Southern States updated its board of directors on the possibility of a transaction with CBB. On July 17, 2023, Southern States and CBB execut...
