Boston Private Financial Holdings, Inc. (NASDAQ: BPFH) (“Boston
Private”), a leading provider of integrated wealth management,
trust and banking services to individuals, families, businesses and
nonprofits, today announced that it has convened and adjourned,
without conducting any other business, the special meeting of
shareholders, scheduled to occur at 10:00 a.m. Eastern time on
April 27, 2021, until 9:00 a.m. Eastern time on May 4, 2021, the
earliest available date for an adjourned virtual meeting.
The adjournment is intended to provide Boston Private with more
time to solicit additional proxies from shareholders to approve the
merger agreement with SVB Financial Group and to give Boston
Private shareholders additional time to consider information
related to the transaction, including recent information regarding
Boston Private’s and SVB Financial’s operating results.
The overwhelming majority of votes cast to date support the
transaction.
The reconvened special meeting will be held solely via live
webcast and there will not be a physical meeting location. Boston
Private shareholders will be able to attend the special meeting
online by visiting www.cesonlineservices.com/bpfh21_vm.
Boston Private shareholders seeking copies of the definitive
proxy statement/prospectus or with questions about the special
meeting may contact the Company’s proxy solicitor, Innisfree
M&A Incorporated by calling toll-free at (877) 800-5187, or for
banks and brokers, collect at (212) 750-5833. The record date for
Boston Private shareholders entitled to vote at the special meeting
remains March 15, 2021.
About Boston Private
Boston Private is a leading provider of integrated wealth
management, trust and banking services to individuals, families,
businesses and nonprofits. For more than 30 years, Boston Private
has delivered comprehensive advice coupled with deep technical
expertise to help clients simplify their lives and achieve their
goals. The firm offers the capabilities of a large institution with
the superior service of a boutique firm to clients across the
United States. Boston Private is the corporate brand of Boston
Private Financial Holdings, Inc. (NASDAQ: BPFH). For more
information, visit www.bostonprivate.com.
Advisors
Wachtell, Lipton, Rosen & Katz is serving as legal counsel
to Boston Private and Morgan Stanley & Co. LLC is acting as
financial advisor to Boston Private.
Forward-Looking Statements
This communication contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, including but not limited to SVB Financial Group’s (“SVB
Financial”) and/or Boston Private’s expectations or predictions of
future financial or business performance or conditions.
Forward-looking statements are typically identified by words such
as “believe,” “expect,” “anticipate,” “intend,” “target,”
“estimate,” “continue,” “positions,” “prospects” or “potential,” by
future conditional verbs such as “will,” “would,” “should,” “could”
or “may,” or by variations of such words or by similar expressions.
These forward-looking statements are subject to numerous
assumptions, risks and uncertainties, which change over time.
Forward-looking statements speak only as of the date they are made,
and we assume no duty to update forward-looking statements. Actual
results may differ materially from current projections. In addition
to factors previously disclosed in SVB Financial’s and Boston
Private’s reports filed with the U.S. Securities and Exchange
Commission (the “SEC”), the following factors, among others, could
cause actual results to differ materially from forward-looking
statements or historical performance: ability to obtain regulatory
approvals and meet other closing conditions to the merger,
including approval by Boston Private’s shareholders on the expected
terms and schedule; delay in closing the merger; the outcome of any
legal proceedings that have been or may be instituted against SVB
Financial or Boston Private; the occurrence of any event, change or
other circumstance that could give rise to the right of one or both
parties to terminate the merger agreement providing for the merger;
difficulties and delays in integrating Boston Private’s business or
fully realizing cost savings and other benefits; business
disruption following the merger; changes in asset quality and
credit risk; the inability to sustain revenue and earnings growth;
the inability to retain existing Boston Private clients; the
inability to retain Boston Private employees; changes in interest
rates and capital markets; inflation; customer borrowing,
repayment, investment and deposit practices; customer
disintermediation; the introduction, withdrawal, success and timing
of business initiatives; competitive conditions; the inability to
realize cost savings or revenues or to implement integration plans
and other consequences associated with mergers, acquisitions and
divestitures; economic conditions; the impact, extent and timing of
technological changes, capital management activities, and other
actions of the Federal Reserve Board and legislative and regulatory
actions and reforms; and the impact of the global COVID-19 pandemic
on SVB Financial’s and/or Boston Private’s businesses, the ability
to complete the proposed merger and/or any of the other foregoing
risks. Annualized, pro forma, projected and estimated numbers are
used for illustrative purpose only, are not forecasts and may not
reflect actual results.
Important Additional Information and Where
to Find It
In connection with the proposed merger, SVB Financial has filed
with the SEC a registration statement on Form S-4 that includes the
proxy statement of Boston Private and a prospectus of SVB
Financial. The registration statement on Form S-4, as amended, was
declared effective by the SEC on March 17, 2021, and Boston Private
commenced mailing of the definitive proxy statement/prospectus to
its shareholders on or about March 19, 2021. 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, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. INVESTORS AND
SHAREHOLDERS OF BOSTON PRIVATE ARE URGED TO READ THE REGISTRATION
STATEMENT AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS REGARDING
THE MERGER AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS
WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE
THEY CONTAIN IMPORTANT INFORMATION.
A free copy of the definitive proxy statement/prospectus, as
well as other filings containing information about SVB Financial
and Boston Private, may be obtained at the SEC’s Internet site
(http://www.sec.gov). Copies of documents filed with the SEC by SVB
Financial will be made available free of charge on SVB Financial’s
website at http://ir.svb.com or by contacting SVB Financial’s
Investor Relations department at 408.654.7400; 3005 Tasman Drive,
Santa Clara, CA 95054; or ir@svb.com. Copies of documents filed
with the SEC by Boston Private will be made available free of
charge on Boston Private’s website at http://ir.bostonprivate.com
or by contacting Boston Private’s Investor Relations department at
617.912.4386; 10 Post Office Square, Boston, MA 02109; or
abromley@bostonprivate.com.
Participants in the
Solicitation
SVB Financial, Boston Private and certain of their respective
directors and executive officers may be deemed to be participants
in the solicitation of proxies from the shareholders of Boston
Private in connection with the proposed merger. Information about
the directors and executive officers of SVB Financial is set forth
in the proxy statement for SVB Financial’s 2021 Annual Meeting of
Stockholders, which was filed with the SEC on March 4, 2021, and
other documents filed by SVB Financial with the SEC. Information
about the directors and executive officers of Boston Private is set
forth in Boston Private’s Form 10-K for the year ended December 31,
2020, as amended, and other documents filed by Boston Private with
the SEC. Additional information regarding the interests of those
participants and other persons who may be deemed participants in
the transaction may be obtained by reading the definitive proxy
statement/prospectus regarding the proposed merger. Free copies of
this document may be obtained as described in the preceding
paragraph.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210427005869/en/
Investor Relations Adam Bromley (617) 912-4386
abromley@bostonprivate.com
Media Lucy Muscarella (617) 912-4402
lmuscarella@bostonprivate.com
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