Carolina Trust BancShares and Clover Community Announce Shareholder Approvals for Merger
December 13 2018 - 8:30AM
Carolina Trust BancShares, Inc. (“Carolina Trust”) (NASDAQ: CART),
the parent company of Carolina Trust Bank, and Clover Community
Bankshares, Inc. (“Clover”), parent company of Clover Community
Bank, jointly announced today the receipt of required shareholder
approvals to consummate their previously announced merger. At
separate shareholders’ meetings held on December 12, 2018, each
parent company’s respective shareholders approved the merger
agreement and the transactions contemplated thereby, including the
merger of Clover with and into Carolina Trust.
The merger, which has received all required regulatory
approvals, is expected to close on January 1, 2019, subject to
satisfaction of other customary closing conditions.
Under the terms of the approved merger agreement, each share of
Clover common stock and preferred stock will be exchanged, at the
election of each Clover shareholder, for either 2.7181 shares of
Carolina Trust common stock or $22.00 in cash, subject to customary
proration procedures that will result in an aggregate 80% stock/20%
cash consideration mix. Assuming closing of the merger on
January 1, 2019, Clover shareholders should expect to receive
election forms and customary transmittal materials in mid-January
2019.
About Carolina Trust BancShares, Inc.Carolina
Trust is the registered bank holding company of Carolina Trust
Bank. Carolina Trust Bank is a full-service, state-chartered
community bank headquartered in Lincolnton, NC operating nine
full-service offices and one loan production office. Carolina
Trust Bank provides a highly competitive suite of personal and
business banking products and services to customers in the Piedmont
and Mountain Regions of North Carolina to the north and west of
Charlotte, NC.
About Clover Community Bankshares, Inc. Clover
is a registered bank holding company headquartered in Clover, SC,
and is the parent company for Clover Community Bank. Clover
Community Bank is a South Carolina-chartered bank that was formed
in 1987 in response to the area’s need for a locally owned and
operated community bank. Clover Community Bank operates two
full-service branches in Clover and Lake Wylie, SC.
Additional Information About the Merger and Where to
Find It This press release does not constitute an offer to
sell or the solicitation of an offer to buy any securities of
Carolina Trust or Clover. In connection with the proposed merger of
Clover with and into Carolina Trust, Carolina Trust has filed with
the Securities and Exchange Commission, or SEC, a Registration
Statement on Form S-4 that includes a Joint Proxy Statement of
Carolina Trust and Clover and a Prospectus of Carolina Trust, as
well as other relevant documents concerning the proposed
merger.
SHAREHOLDERS OF Carolina Trust AND CLOVER ARE URGED TO READ THE
REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS
REGARDING THE PROPOSED 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 ABOUT
THE PROPOSED MERGER.
The Joint Proxy Statement/Prospectus and other relevant
materials, and any other documents that Carolina Trust has filed
with the SEC, may be obtained free of charge at the SEC’s internet
site, http://www.sec.gov. Copies of the documents that Carolina
Trust has filed with the SEC may also be obtained, free of charge,
by directing a written request to Carolina Trust, 901 East Main
Street, Lincolnton, NC 28092, Attn: Edwin Laws, Chief Financial
Officer, or by accessing these documents at the Company’s website:
www.carolinatrust.com.
Cautionary Language Regarding Forward-Looking
StatementsThis press release contains certain
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Carolina Trust
and Clover intend such forward-looking statements to be covered by
the safe harbor provisions for forward-looking statements contained
in the Private Securities Litigation Reform Act of 1995 and are
including this statement for purposes of these safe harbor
provisions. Forward-looking statements, which are based on certain
assumptions and describe future plans, strategies, and expectations
of Carolina Trust and Clover, are generally identified by the use
of words such as “believe,” “expect,” “intend,” “anticipate,”
“estimate,” or “project” or similar expressions. Carolina Trust’s
and Clover’s ability to predict results, or the actual effect of
future plans or strategies, is inherently uncertain. Factors that
could impact the forward-looking statements contained herein or
that could have a material adverse effect on the operations and
future prospects of Carolina Trust and Clover include, but are not
limited to: the ability to meet other closing conditions to the
proposed merger between Carolina Trust and Clover; the ability to
complete the merger as expected and within the expected timeframe;
disruptions to customer and employee relationships and business
operations caused by the merger; the ability to implement
integration plans associated with the merger transaction, which
integration may be more difficult, time-consuming or costly than
expected; the ability to achieve the cost savings and synergies
contemplated by the merger within the expected timeframe, or at
all; changes in local and national economies, or market conditions;
changes in interest rates; regulations and accounting principles;
changes in policies or guidelines; loan demand and asset quality,
including real estate values and collateral values; deposit flow;
the impact of competition from traditional or new sources; and the
other factors detailed in Carolina Trust’s publicly filed documents
with the SEC. These risks and uncertainties should be considered in
evaluating forward-looking statements and undue reliance should not
be placed on such statements. Carolina Trust and Clover assume no
obligation to revise, update, or clarify forward-looking statements
to reflect events or conditions after the date of this release.
CONTACTS: |
Carolina Trust BancShares, Inc.Jerry L. Ocheltree(704)
735-1104 |
Clover Community Bankshares, Inc.Gwen Thompson(803) 222-7660 |
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