AmeriServ Financial Files Lawsuit Against Driver Management to Protect the Company and All Stakeholders
March 20 2023 - 7:00AM
Business Wire
Acts to Prevent Driver from Waging a Costly,
Distracting and Illegal Proxy Contest
Reiterates Driver’s Purported Notice of
Nomination is Materially Deficient and Fails to Comply with the
Company’s Bylaws, Especially with Regard to Disclosing Conflicts of
Interest
AmeriServ Financial, Inc. (“AmeriServ” or the "Company")
(NASDAQ: ASRV) today announced that it has filed a lawsuit in the
Court of Common Pleas of Cambria County, Pennsylvania, against
Driver Opportunity Partners I LP (“Driver”), its founder and
managing member, J. Abbott R. Cooper, and Driver’s purported
director nominees Julius “Izzy” Rudolph and Brandon L. Simmons. The
lawsuit seeks declaratory judgement that Driver’s purported notice
of intent to nominate director candidates (the “Purported Notice”)
at the Company’s 2023 Annual Meeting of Shareholders (the “Annual
Meeting”) is invalid and that Driver be enjoined from soliciting
proxies in connection with the Annual Meeting.
As previously announced, AmeriServ’s Board of Directors (the
“Board”) determined that the Purported Notice contains material
defects, including omitting that one nominee’s family members have
sizable financial relationships with the Company. Additionally,
Driver’s purported nomination of Mr. Cooper does not comply with
the Company’s interlocks bylaw that prohibits Board members and
nominees from, among other things, maintaining concurrent
directorships at other depository institutions. Based on publicly
available information, Mr. Cooper is becoming a director of New
York-based The First of Long Island Corporation, the parent company
of The First National Bank of Long Island.1
AmeriServ is bringing this action to protect the Company and its
stakeholders, including all shareholders. The Board believes
allowing Driver to disregard AmeriServ’s bylaws and run a costly,
distracting proxy contest to advance what appears to be its own
short-term agenda runs counter to shareholders’ best interests.
When deciding to authorize this action, the Board took into account
Driver’s explicit threat to imminently sue AmeriServ2 and Driver’s
history of using litigation to advance its own economic interests
at the expense of its fellow shareholders.3
AmeriServ looks forward to engaging with shareholders and
supporting its refreshed slate of director candidates for this
year’s Annual Meeting, including Richard "Rick" Bloomingdale, David
Hickton and Daniel Onorato.
About AmeriServ Financial, Inc.
AmeriServ Financial, Inc. is the parent of AmeriServ Financial
Bank and AmeriServ Trust and Financial Services Company in
Johnstown, Pennsylvania. The Company's subsidiaries provide
full-service banking and wealth management services through 17
community offices in southwestern Pennsylvania and Hagerstown,
Maryland. The Company also operates loan production offices in
Altoona and Monroeville, Pennsylvania. On December 31, 2022,
AmeriServ had total assets of $1.4 billion and a book value of
$6.20 per common share. For more information, visit
www.ameriserv.com.
1 Source: Press Release, “The First
of Long Island Corporation Announces Additional Board Refreshment
as Part of Ongoing Commitment to Strong Corporate Governance”,
January 9, 2023:
https://www.globenewswire.com/news-release/2023/01/09/2585681/8695/en/The-First-of-Long-Island-Corporation-Announces-Additional-Board-Refreshment-as-Part-of-Ongoing-Commitment-to-Strong-Corporate-Governance.html.
2 Source: Letter from Counsel of
Driver Opportunity Partners I LP, March 16, 2023:
https://www.sec.gov/Archives/edgar/data/707605/000092189523000700/ex1dfan14a12447006_031623.pdf.
3 Source: American Banker, “First
United in Maryland buys out activist investor”, April 19, 2021:
https://www.americanbanker.com/news/first-united-in-maryland-buys-out-activist-investor.
Forward-Looking Statements
This press release contains forward-looking statements as
defined in the Securities Exchange Act of 1934, as amended, and is
subject to the safe harbors created therein. Such statements are
not historical facts and include expressions about management's
confidence and strategies and management's current views and
expectations about new and existing programs and products,
relationships, opportunities, technology, market conditions,
dividend program, and future payment obligations. These statements
may be identified by such forward-looking terminology as
"continuing," "expect," "look," "believe," "anticipate," "may,"
"will," "should," "projects," "strategy," or similar statements.
Actual results may differ materially from such forward-looking
statements, and no reliance should be placed on any forward-looking
statement. Factors that may cause results to differ materially from
such forward-looking statements include, but are not limited to,
unanticipated changes in the financial markets, the level of
inflation, and the direction of interest rates; volatility in
earnings due to certain financial assets and liabilities held at
fair value; competition levels; loan and investment prepayments
differing from our assumptions; insufficient allowance for credit
losses; a higher level of loan charge-offs and delinquencies than
anticipated; material adverse changes in our operations or
earnings; a decline in the economy in our market areas; changes in
relationships with major customers; changes in effective income tax
rates; higher or lower cash flow levels than anticipated; inability
to hire or retain qualified employees; a decline in the levels of
deposits or loss of alternate funding sources; a decrease in loan
origination volume or an inability to close loans currently in the
pipeline; changes in laws and regulations; adoption, interpretation
and implementation of accounting pronouncements; operational risks,
including the risk of fraud by employees, customers or outsiders;
unanticipated effects of our banking platform; risks and
uncertainties relating to the duration of the COVID-19 pandemic,
and actions that may be taken by governmental authorities to
contain the pandemic or to treat its impact; and the inability to
successfully implement or expand new lines of business or new
products and services. These forward-looking statements involve
risks and uncertainties that could cause AmeriServ's results to
differ materially from management's current expectations. Such
risks and uncertainties are detailed in AmeriServ's filings with
the U.S. Securities and Exchange Commission (the “SEC”), including
our Annual Report on Form 10-K for the year ended December 31, 2022
(when it becomes available). Forward-looking statements are based
on the beliefs and assumptions of AmeriServ's management and on
currently available information. The statements in this press
release are made as of the date of this press release, even if
subsequently made available by AmeriServ on its website or
otherwise. AmeriServ undertakes no responsibility to publicly
update or revise any forward-looking statement.
IMPORTANT ADDITIONAL INFORMATION
The Company intends to file a proxy statement and GOLD
proxy card with the SEC in connection with the Annual Meeting and,
in connection therewith, the Company, its directors and certain of
its executive officers will be participants in the solicitation of
proxies from the Company's shareholders in connection with such
meeting. SHAREHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO
READ SUCH PROXY STATEMENT, ACCOMPANYING GOLD PROXY CARD AND ALL
OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE ANNUAL MEETING. The Company's definitive
proxy statement for the 2022 annual meeting of shareholders
contains information regarding the direct and indirect interests,
by security holdings or otherwise, of the Company's directors and
executive officers in the Company's securities. Information
regarding subsequent changes to their holdings of the Company's
securities can be found in the SEC filings on Forms 3, 4, and 5,
which are available on the Company's website at
http://investors.ameriserv.com/sec-filings/insider-filings or
through the SEC's website at www.sec.gov. Information can also be
found in the Company's Annual Report on Form 10-K for the year
ended December 31, 2022 (when it becomes available). Updated
information regarding the identity of potential participants, and
their direct or indirect interests, by security holdings or
otherwise, will be set forth in the definitive proxy statement and
other materials to be filed with the SEC in connection with the
Annual Meeting. Shareholders will be able to obtain the definitive
proxy statement, any amendments or supplements to the proxy
statement and other documents filed by the Company with the SEC at
no charge at the SEC's website at www.sec.gov. Copies will also be
available at no charge at the Company's website at
http://investors.ameriserv.com/sec-filings/documents.
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version on businesswire.com: https://www.businesswire.com/news/home/20230320005248/en/
Longacre Square Partners Joe Germani / Miller Winston
jgermani@longacresquare.com / mwinston@longacre.com
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