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, reminds shareholders that the previously adjourned
special meeting of shareholders to vote on the proposed transaction
with SVB Financial Group (“SVB Financial”) will reconvene at 9:00
a.m. Eastern time on May 4, 2021.
The Boston Private Board believes that the SVB Financial
transaction is a financially and strategically compelling
opportunity and is the clear value-maximizing alternative for
Boston Private shareholders. SVB Financial has confirmed publicly,
and today reiterated to Boston Private, that the agreed purchase
price for Boston Private is “best and final,” and that it will not
increase the purchase price if Boston Private shareholders do not
approve the transaction at the upcoming special meeting.
Under Massachusetts law, the transaction cannot be completed
unless the merger agreement is approved by the affirmative vote of
at least 66 2/3% of the outstanding shares of Boston Private common
stock entitled to vote. Your vote is very important. The failure to
vote your shares or an abstention from voting has the same effect
as a vote against the transaction.
The Board unanimously recommends that shareholders vote “FOR”
the proposed transaction with SVB Financial and “FOR” the other
matters to be considered at the May 4, 2021 special meeting by
following the instructions on the WHITE proxy card to vote via
Internet or with a toll-free telephone call to ensure votes are
received in time to be counted at the special meeting.
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.
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’s 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/20210430005565/en/
Investor Relations Adam Bromley (617) 912-4386
abromley@bostonprivate.com
Media Lucy Muscarella (617) 912-4402
lmuscarella@bostonprivate.com
Boston Private Financial (NASDAQ:BPFH)
Historical Stock Chart
From Mar 2024 to Apr 2024
Boston Private Financial (NASDAQ:BPFH)
Historical Stock Chart
From Apr 2023 to Apr 2024