EX-2.1 2 d692627dex21.htm EX-2.1 AGREEMENT AND PLAN OF EXCHANGE
Exhibit 2.1
AGREEMENT AND PLAN OF EXCHANGE
THIS AGREEMENT AND PLAN OF EXCHANGE (the “Exchange Plan”) is entered into on August 1, 2013 by and between Investar Holding Corporation (the “Company”), on the one hand, and Investar Bank (the “Bank”), on the other.
WHEREAS, the Company is a business corporation organized and validly existing under the Louisiana Business Corporation Law;
WHEREAS, the Bank is a financial institution organized and validly existing under the Louisiana Banking Law;
SECTION 1: EXCHANGE AND CLOSING.
1.2 The Closing. The “Closing” of the Exchange will take place at the main banking office of Investar Bank in Baton Rouge, Louisiana, at 10:00 a.m., Central Standard Time, on a mutually agreeable date as soon as practicable following satisfaction of the conditions in Section 6 hereof. The date on which the Closing occurs is herein called the “Closing Date.” If all conditions in Section 6 hereof are satisfied, at the Closing (i) the Company, on the one hand, and the Bank, on the other hand, shall each provide to the other such proof of satisfaction of the conditions in Section 6 as the party whose obligations are conditioned upon such satisfaction may reasonably request, (ii) the appropriate parties and/or officers of the parties shall execute, deliver, and acknowledge the Articles of Share Exchange, and (iii) the parties shall take such further action as is required to consummate the share exchange transaction contemplated by this Exchange Plan and the Articles of Share Exchange.
1.3 The Effective Date and Time. As soon as practicable following the Closing, the Articles of Share Exchange shall be filed with the Louisiana Secretary of State as provided by law and the Exchange will be effective at the time specified in a certificate or other written record issued by the Secretary of State. The date on which and the time at which the Exchange becomes effective are herein referred to as the “Effective Date” and the “Effective Time,” respectively.
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1.5 Method of Effecting Exchange. This Exchange Plan shall be submitted to the shareholders of the Bank for their approval. If such approval is given, then the fact of such approval shall be certified on the Articles of Share Exchange by the respective Secretaries of the Company and the Bank, and the Articles of Share Exchange, so approved and certified, shall, as soon as is practical, be executed and acknowledged by the Presidents or Vice-Presidents of both the Company and the Bank. As soon as may be practicable thereafter, an original, so certified, signed and acknowledged, shall be delivered to the Louisiana Secretary of State for filing in the manner required by law.
SECTION 2: CONVERSION OF STOCK.
2.1 Conversion of Shares. Except for shares as to which dissenters’ rights have been perfected and not withdrawn or otherwise forfeited under Section 376 of the Louisiana Banking Law (the “LBL”), on the Effective Date, by reason of the Exchange, every one (1) share of the issued and outstanding shares of Bank Common Stock shall be converted into the right to receive one (1) whole share of Company Common Stock.
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SECTION 3: CONVERSION OF WARRANTS.
SECTION 4: REPRESENTATIONS OF THE COMPANY.
The Company represents and warrants and states as follows:
4.1 Organization and Qualification. The Company is a business corporation organized and validly existing under the laws of the State of Louisiana. The Company has all requisite corporate power and authority to own its property and to carry on its business as it is currently being conducted.
4.3 Absence of Certain Changes.
(a) Since inception (Execution of Articles of Incorporation on September 24, 2009; Filed and Recorded in Office of Secretary of State September 25, 2009), there have not been, and prior to the Closing Date there will not be, any material changes in the financial position of the Company, except changes arising in the ordinary course of business.
(b) The Company is not involved in any pending litigation or governmental investigation or proceeding not otherwise disclosed in writing which, in the opinion of the management of the Company, might result in any materially adverse change in the assets, condition, affairs or prospects of the Company.
4.4 Corporate Authorizations. The execution and performance of this Exchange Plan, and the exchange of shares of Company Stock and the exchange of Company Warrants contemplated hereby have been authorized by the Board of Directors of the Company. Subject to the approval of this Exchange Plan by the shareholders of the Bank in accordance with law, all corporate acts and other corporate proceedings required of the Company for the due and valid authorization, execution, delivery, and performance of this Exchange Plan and consummation of the Exchange have been validly and appropriately taken. Subject to such shareholder approval and to any conditions imposed in connection therewith as are required by law, this Exchange Plan and the Exchange are legal, valid, and binding obligations of the Company, and are enforceable against it in accordance with the respective terms of such instruments, except that enforcement may be limited by bankruptcy, reorganization, insolvency, conservatorship, receivership and other similar laws and court decisions relating to or affecting the enforcement of creditors’ rights generally and by general equitable principles and by provisions of United States and Louisiana laws relating to deceptive practices, misstatements
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or omissions of material facts in the sale of securities, fraud, and gross fault. Neither the execution, delivery, or performance of this Exchange Plan, nor the consummation of the exchange transaction contemplated hereby will (i) violate, conflict with, or result in a breach of any provision of, (ii) constitute a default (or an event which, with notice of lapse of time or both, would constitute a default) under, (iii) result in the termination of or accelerate the performance required by, or (iv) result in the creation of any lien, security interest, charge, or encumbrance upon any of its properties or assets under, any of the terms, conditions, or provisions of its articles of incorporation or charter or by-laws or any material note, bond, mortgage, indenture, deed of trust, lease, license, contract, agreement, or other instrument or obligation to or by which it or any of its assets is bound; or violate any law or any order, writ, injunction, decree, stature, rule, or regulation of any governmental body applicable to it or any of its assets.
SECTION 5: REPRESENTATIONS OF THE BANK
The Bank represents and warrants and states as follows:
5.1 Organization and Qualification. The Bank is a financial institution organized and validly existing under the laws of the State of Louisiana. The Bank has all requisite corporate power and authority to own its property and to carry on its business as it is currently being conducted.
5.2 Capital Stock; Other Interests. The authorized capital stock of the Bank consists of 10,000,000 shares of $1.00 par value common stock (the “Bank Common Stock”), of which 3,917,979.78 shares are issued and outstanding, and 5,000,000 shares of preferred stock, none of which are issued and outstanding.
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5.3 Financial Statements. The Bank’s annual financial statements dated December 31, 2012, (the “Financial Statements”), are true and complete statements, as of such date, of the Bank’s financial condition and otherwise fairly present the results of its operations for such periods; there are no substantial liabilities, either fixed or contingent, not reflected in the Financial Statements other than contracts or obligations in the usual course of business; and no such contracts or obligations in the usual course of business are liens or other liabilities which, if disclosed, would alter substantially the financial condition of the Bank as reflected in the Financial Statements.
5.4 Absence of Certain Changes.
(a) Since January 1, 2013, there have not been, and prior to the Closing Date there will not be, any material changes in the financial position of the Bank, except changes arising in the ordinary course of business.
(b) The Bank is not involved in any pending litigation or governmental investigation or proceeding not reflected in its Financial Statements or otherwise disclosed in writing which, in the opinion of the management of the Bank, might result in any material adverse change in the assets, condition, affairs or prospects of the Bank.
5.5 Corporate Authorizations. The execution and performance of this Exchange Plan and the acquisition of the Bank by the Company pursuant to an exchange of shares contemplated hereby have been authorized by the Board of Directors of the Bank. Subject to the approval of this Exchange Plan by the shareholders of the Bank in accordance with law, all corporate acts and other corporate proceedings required of the Bank for the due and valid authorization, execution, delivery, and performance of this Exchange Plan and consummation of the Exchange have been validly and appropriately taken. Subject to such shareholder approval and any conditions imposed in connection therewith as are required by law, this Exchange Plan and the Exchange are legal, valid, and binding obligations of the Bank, and are enforceable against it in accordance with the respective terms of such instruments, except that enforcement may be limited by bankruptcy, reorganization, insolvency, conservatorship, receivership and other similar laws and court decisions relating to or affecting the enforcement of creditors’ rights generally and by general equitable principles and by provisions of United States and Louisiana laws relating to deceptive practices, misstatements or omissions of material facts in the sale of securities, fraud, and gross fault. Neither the execution, delivery, or performance of this Exchange Plan, nor the consummation of the share exchange transaction contemplated hereby will (i) violate, conflict with, or result in a breach of any provision of, (ii) constitute a default (or an event which, with notice of lapse of time or both, would constitute a default) under, (iii) result in the termination of or accelerate the performance required by, or (iv) result in the creation of any lien, security interest, charge, or encumbrance upon any of its properties or assets under, any of the terms, conditions, or provisions of its articles of incorporation or charter or by-laws or any material note, bond, mortgage, indenture, deed of trust, lease, license, contract, agreement, or other instrument or obligation to or by which it or any of its assets is bound; or violate any law or any order, writ, injunction, decree, stature, rule, or regulation of any governmental body applicable to it or any of its assets.
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5.6 Legality of Securities. At the Effective Date and Time, the outstanding shares of Bank Common Stock, to be exchanged for shares of Company Common Stock pursuant to this Exchange Plan, will constitute valid and legally issued shares of the Bank, fully paid and, except as provided in La. R.S. 6:262, non-assessable.
SECTION 6: COVENANTS AND CONDUCT OF PARTIES PRIOR TO THE EFFECTIVE DATE
The parties covenant and agree:
6.1 Cooperation and Best Efforts. Each party will cooperate with the other party and use its best efforts to (a) procure all necessary consents and approvals, (b) complete all necessary filings, registrations, and certificates, (c) satisfy all requirements prescribed by law for, and all conditions set forth in this Exchange Plan to, the consummation of the Exchange, and (d) effect the share exchange transaction contemplated by this Exchange Plan.
6.2 Preparation of Proxy Statement. To the extent necessary, each party will cooperate in the preparation of a proxy statement of the Bank (the “Proxy Statement”) which complies in substance with the disclosure requirements of the Securities Act of 1933, as amended (the “Securities Act”), the rules and regulations promulgated thereunder and other applicable federal and state laws, for the purpose of submitting this Exchange Plan and the share exchange transaction contemplated hereby to the Bank’s shareholders for approval. Each party will as promptly as practicable after the date hereof furnish all such data and information relating to it as the other party may reasonably request for the purpose of including such data and information in the Proxy Statement.
6.3 Press Releases. The Company and the Bank will cooperate with each other in the preparation and dissemination of any press release announcing the execution of this Exchange Plan or the consummation of the share exchange transaction contemplated hereby. Neither the Company nor the Bank will issue any press release or other written statement for general circulation relating to the share exchange transaction contemplated hereby unless approved in advance, in writing, by the parties.
6.4 Preservation of Business. The Bank will use its best efforts to preserve the possession and control of all of its assets other than those consumed or disposed of for value in the ordinary course of business or pursuant to the terms of this Exchange Plan, to preserve the goodwill of its customers and others having business relations with it and to do nothing knowingly to impair its ability to keep and preserve its business as it exists on the date of this Exchange Plan.
6.5 Bank Shareholder Approval. The Bank’s Board of Directors shall submit this Exchange Plan to its shareholders for approval in accordance with the LBL at a meeting of shareholders duly called and convened for that purpose as soon as practicable.
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SECTION 7: CONDITIONS OF CLOSING.
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Investar Holding Corporation | Investar Bank | |
0000 Xxxxxxx Xxxx | 0000 Xxxxxxx Xxxx | |
Xxxxx Xxxxx, Xxxxxxxxx 00000 | Xxxxx Xxxxx, Xxxxxxxxx 00000 | |
Attn: Xx. Xxxx X’Xxxxxx | Attn: Xx. Xxxxxxx X. Xxxxxxxxx |
or such substituted persons or addresses of which any of the parties may give notice to the other in writing.
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IN WITNESS WHEREOF, the parties have executed this Exchange Plan as of the date first above written.
INVESTAR HOLDING CORPORATION | ||
By: | /s/ Xxxx X. X’Xxxxxx | |
Xxxx X. X’Xxxxxx, President | ||
Attest: | /s/ Xxxxxxx X. Xxxxxxxxx | |
Xxxxxxx X. Xxxxxxxxx, Secretary | ||
INVESTAR BANK | ||
By: | /s/ Xxxxxxx X. Xxxxxxx | |
Xxxxxxx X. Xxxxxxx, Chairman | ||
Attest: | /s/ Xxxxxxx X. Xxxxxxxxx | |
Xxxxxxx X. Xxxxxxxxx, Secretary |
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AGREEMENT AND PLAN OF EXCHANGE
AMENDMENT
THIS AMENDMENT (the “Amendment”) is made to that certain Agreement and Plan of Exchange dated August 1, 2013, by and between Investar Holding Corporation, on the one hand, and Investar bank, on the other (the “Exchange Plan”), to be effective as of the effectiveness of such Exchange Plan, as if originally incorporated therein.
1. | The following Section 3.A shall be added to the exchange Plan to read in its entirety as follows: |
“SECTION 3.A CONVERSION OF BANK LEGACY OPTIONS.
2. | Except as provided herein, the terms of the Exchange Plan are otherwise ratified and confirmed. |
INVESTAR HOLDING CORPORATION, a Louisiana corporation | INVESTAR BANK, a Louisiana bank | |||||||
By: | /s/ Xxxx X. X’Xxxxxx | /s/ Xxxxxxx X. Xxxxxxx | ||||||
Name: Xxxx X. X’Xxxxxx Title: Chief Executive Officer | Name: Xxxxxxx X. Xxxxxxx, Xx. Title: Chairman of the Board |
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