Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
June 02 2017 - 3:40PM
Edgar (US Regulatory)
Filed Pursuant to Rule 425
Filing Person: SmartFinancial, Inc.
Subject Company: Capstone Bancshares, Inc.
Commission File No. 001-37661
The
following materials are filed herewith pursuant to Rule 425 under the Securities Act of 1933
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Copy of letter sent to shareholders of Capstone Bancshares, Inc. on June 2, 2017.
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Dear Capstone Shareholder,
I have the great pleasure of announcing an exciting partnership; effective May 22
nd
, Capstone
Bancshares, Inc., parent company of Capstone Bank, entered into a Definitive Agreement with SmartFinancial, Inc., parent company of SmartBank, to merge holding companies. The merger will create a nearly $1.6 billion entity under the SmartFinancial
name. SmartFinancial, Inc. stock is traded on the NASDAQ Capital Market. Completion of the merger is subject to several conditions, including approval by our shareholders and bank regulators. In the coming months, you will receive more information
on the proposed merger; in the meantime, I have enclosed a press release, which explains some of the details of the transaction.
SmartFinancial, Inc. is
a single-bank holding company based in Knoxville, TN that operates SmartBank, a full-service commercial bank founded in 2007, with 14 branches and two loan production offices spanning East Tennessee and the Florida Panhandle. Recruiting the best
people, delivering exceptional client service, strategic branching and a conservative and disciplined approach to lending have all given rise to SmartBanks success. More information about SmartBank can be found online at www.smartbank.com.
Throughout this process, SmartBank has exceeded our expectations and already embodies our philosophy of providing exceptional quality products, services
and value to our clients. We are confident that our new affiliation will serve us well thanks to our strong alignment of culture and core values.
Robert
Kuhn, President and CEO added, This transaction enhances Capstones ability to provide the very best banking options to all our customers. Our customers will see the same associates and officers they are accustomed to banking with on a
daily basis, only better equipped to take care of their business.
We realize you may have questions related to this new partnership. We intend to
communicate with you about any new developments related to this merger and will be posting relevant updates on both banks websites: www.capstonebankal.com and www.smartbank.com.
As always, we appreciate your investment in Capstone Bank and its future, we hope you will join us in celebrating this major milestone.
Sincerely,
Steven B. Tucker
Chairman
Important Information for Investors and Shareholders
In connection with the proposed merger, SmartFinancial, Inc. (
SmartFinancial
) will file with the Securities and Exchange Commission
(
SEC
) a registration statement on Form S-4 containing a joint proxy statement/prospectus of Capstone Bancshares, Inc. (
Capstone
) and SmartFinancial. A definitive joint proxy statement/prospectus
will be mailed to shareholders of both SmartFinancial and Capstone.
Shareholders of SmartFinancial and Capstone are urged to read the joint 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.
Shareholders will be able to obtain free copies of the registration statement and the joint proxy statement/prospectus (when available) and other documents
filed with the SEC by SmartFinancial through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by SmartFinancial will also be available free of charge on SmartFinancials website at
www.smartbank.com or by contacting SmartFinancials Investor Relations Department at 423.385.3009.
SmartFinancial and Capstone, their 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 transaction. Information about the directors and executive officers of SmartFinancial is
set forth in SmartFinancials proxy statement for its 2017 annual shareholders meeting. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
Forward Looking Statement Disclosure
This communication
contains forward-looking statements. SmartFinancial cautions you that a number of important factors could cause actual results to differ materially from those currently anticipated in any forward-looking statement. Such factors include, but are not
limited to: the businesses of Capstone and SmartFinancial may not be integrated successfully or such integration may take longer to accomplish than expected; the expected cost savings and revenue synergies from the proposed transaction may not be
fully realized within the expected timeframes or at all; disruption from the proposed transaction may make it difficult to maintain relationships with clients or employees; the required governmental approvals for the proposed transaction may not be
obtained on the proposed terms and schedules or at all; Capstones shareholders and/or SmartFinancials shareholders may not approve the proposed transaction; changes in prevailing economic and political conditions, particularly in our
market areas, including the areas served by Capstone; credit risk associated with our lending activities; changes in interest rates, loan demand, real estate values, and competition; changes in accounting principles, policies, and guidelines;
changes in any applicable law, rule, regulation or practice with respect to tax or legal issues; and other economic, competitive, governmental, regulatory and technological factors affecting our operations, pricing, products and services and other
factors that may be described in our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q as filed with the SEC from time to time. The forward-looking statements are made as of the date of this communication, and, except as may be required
by applicable law or regulation, SmartFinancial assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements.
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