On December 12, 2018, Clover also held a special meeting of its shareholders (the “Clover Special Meeting”) to consider and vote upon a
proposal to approve the merger agreement with the Company. At the Clover Special Meeting, Clover shareholders approved the merger agreement by the requisite number of votes.
Subject to satisfaction of other customary closing conditions, the Company currently expects that the merger of Clover with and into the
Company, followed by the merger of Clover’s subsidiary bank with and into Carolina Trust Bank, will be effected on January 1, 2019.
A copy of a joint press release announcing receipt of shareholder approvals is filed as Exhibit 99.1 to this Form 8-K and is incorporated
by reference herein.
Additional Information About the Merger and Where to Find It
This current report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company
or Clover. In connection with the proposed merger of Clover with and into the Company, the Company has filed with the Securities and Exchange Commission, or SEC, a Registration Statement on Form S-4 that includes a Joint Proxy Statement of the
Company and Clover and a Prospectus of the Company, as well as other relevant documents concerning the proposed merger.
SHAREHOLDERS OF THE COMPANY 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 the Company 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 the Company has filed with the SEC may also be obtained, free of charge, by directing a written request to the Company, 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 Statement Regarding Forward-Looking Statements
This current report on Form 8-K 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. The Company intends 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 is 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
the Company, are generally identified by the use of words such as “believe,” “expect,” “intend,” “anticipate,” “estimate,” or “project” or similar expressions. The Company’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 the Company include, but are not limited to: the
ability to meet other closing conditions to the merger with 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 the Company’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. The Company assumes no obligation to revise, update, or clarify forward-looking statements to reflect events or conditions after the
date of this report.