On May 4, 2017, Seacoast Banking Corporation of Florida, a Florida corporation
(Seacoast or the Company) issued a press release announcing that Seacoast and Seacoasts wholly-owned subsidiary, Seacoast National Bank, a national banking association (SNB) had entered into an Agreement and
Plan of Merger (the Merger Agreement) with Palm Beach Community Bank, a Florida bank (PBCB). The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Seacoast will
acquire PBCB pursuant to the merger (the Merger) of PBCB with and into SNB, with SNB surviving the Merger and continuing its corporate existence under the name Seacoast National Bank.
Pursuant to General Instruction F to Form
8-K,
a copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated into this Item 8.01 by this reference.
Seacoast will also discuss the Merger in a conference call on May 5, 2017 at 10 a.m. Pursuant to
General Instruction F to Form
8-K,
the slide show presentation related to the Merger and made available in connection with the conference call is attached hereto as Exhibit 99.2 and is incorporated into
this Item 8.01 by this reference, and is also available on Seacoasts Internet website.
All information included in the press release and the
slide show presentation is presented as of the respective dates thereof, and Seacoast does not assume any obligation to correct or update such information in the future.
Additional Information
Seacoast and PBCB will be filing
a proxy statement/prospectus and other relevant documents concerning the Merger with the United States Securities and Exchange Commission (the SEC). This communication 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. WE URGE INVESTORS TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE MERGER OR INCORPORATED BY REFERENCE IN THE PROXY
STATEMENT/PROSPECTUS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors will be able to obtain these documents free of charge at the SECs
Web site (
www.sec.gov
). In addition, documents filed with the SEC by Seacoast will be available free of charge by contacting Investor Relations at (772)
288-6085.
The directors, executive officers, and certain other members of management and employees of PBCB are participants in the solicitation of proxies in favor of
the Merger from the PBCB shareholders.
Important Information for Investors and Shareholders
Seacoast will file with the SEC a registration statement on Form
S-4
containing a proxy statement of Palm Beach
Community Bank (PBCB) and a prospectus of Seacoast, and Seacoast will file other documents with respect to the proposed merger. A definitive proxy statement/prospectus will be mailed to shareholders of PBCB. Investors and shareholders of
Seacoast and PBCB are urged to read the entire proxy statement/prospectus and other documents that will be filed with the SEC carefully and in their entirety when they become available because they will contain important information. Investors and
shareholders will be able to obtain free copies of the registration statement and the proxy statement/prospectus (when available) and other documents filed with the SEC by Seacoast through the website maintained by the SEC at http://www.sec.gov.
Copies of the documents filed with the SEC by Seacoast will be available free of charge on Seacoasts internet website or by contacting Seacoast.
PBCB, its directors and executive officers and other members of management and employees may be considered
participants in the solicitation of proxies in connection with the proposed merger. Information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be
contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
Cautionary Notice Regarding Forward-Looking Statements
This current report on Form
8-K
contains forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and is intended to be protected by the safe harbor provided by the same. These statements are subject to numerous risks and uncertainties. These risks and
uncertainties include, but are not limited to, the following: failure to obtain the approval of shareholders of PBCB in connection with the merger; the timing to consummate the proposed merger; the risk that a condition to closing of the proposed
merger may not be satisfied, including a favorable ruling from the IRS regarding Palm Beachs S corp status; the risk that a regulatory approval that may be required for the proposed merger is not obtained or is obtained subject to conditions
that are not anticipated; the parties ability to achieve the synergies and value creation contemplated by the proposed merger; the parties ability to promptly and effectively integrate the businesses of Seacoast and PBCB, including
unexpected transaction costs, including the costs of integrating operations, severance, professional fees and other expenses; the diversion of management time on issues related to the merger; the failure to consummate or any delay in consummating
the merger for other reasons; changes in laws or regulations; the risks of customer and employee loss and business disruption, including, without limitation, as the result of difficulties in maintaining relationships with employees; increased
competitive pressures and solicitations of customers and employees by competitors; the difficulties and risks inherent with entering new markets; and changes in general economic conditions. For additional information concerning factors that could
cause actual conditions, events or results to materially differ from those described in the forward-looking statements, please refer to the factors set forth under the headings Risk Factors and Managements Discussion and
Analysis of Financial Condition and Results of Operations in Seacoasts most recent Form
10-K
report and to Seacoasts most recent Form
8-K
reports,
which are available online at www.sec.gov. No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or
financial condition of Seacoast or PBCB.