Carolina Financial Corporation Completes Merger With Carolina Trust BancShares, Inc.
January 02 2020 - 8:00AM
Carolina Financial Corporation (NASDAQ: CARO) (“Carolina
Financial”) announced today that its previously announced merger
with Carolina Trust BancShares, Inc. (NASDAQ: CART) (“Carolina
Trust”) was completed on December 31, 2019.
Under the terms of the merger agreement, Carolina Trust
shareholders will have the right to receive $10.57 for each share
of Carolina Trust common stock, payable, at their election and
subject to certain limitations, in cash or in shares of Carolina
Financial common stock based upon a fixed exchange ratio of
0.3000. Per the agreement, 10% of the consideration will be
paid in cash and the balance (90%) will be in newly issued shares
of Carolina Financial common stock.
As part of the merger agreement, Carolina Trust’s bank
subsidiary, Carolina Trust Bank, a North Carolina bank, has merged
with CresCom Bank, a South Carolina bank and the
wholly-owned banking subsidiary of Carolina Financial.
Carolina Financial plans to complete systems integration in May
2020.
About Carolina Financial Corporation Carolina
Financial is the holding company of CresCom Bank, which also owns
and operates Atlanta-based Crescent Mortgage Company. As of
September 30, 2019, Carolina Financial had approximately $4.0
billion in total assets and Crescent Mortgage Company was approved
to originate loans in 48 states partnering with community banks,
credit unions and mortgage brokers.
Additional Information About the
Carolina Trust Acquisition and Where to Find It
Carolina Financial has filed a Registration
Statement on Form S-4 (Registration No: 333-233640), which was
declared effective on October 21, 2019, which includes a proxy
statement of Carolina Trust and a prospectus of Carolina Financial,
as well as other relevant documents concerning the proposed
Carolina Trust transaction. Carolina Trust mailed the final proxy
statement/prospectus to its shareholders on or about October 28,
2019. BEFORE MAKING ANY ELECTION DECISION, SHAREHOLDERS OF CAROLINA
TRUST ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. This communication
shall not constitute an offer to sell or the solicitation of an
offer to buy any securities, 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 such jurisdiction.
Shareholders of Carolina Trust will be able to
obtain a free copy of the proxy statement/prospectus, as well as
other filings containing information about Carolina Financial and
Carolina Trust, at the SEC’s internet site (http://www.sec.gov).
Copies of the proxy statement/prospectus and the filings with the
SEC that will be incorporated by reference in the proxy
statement/prospectus can also be obtained, without charge, by
directing a request to: Carolina Financial Corporation, 288 Meeting
Street, Charleston, South Carolina 29401, Attention: William A.
Gehman, III, Executive Vice President and Chief Financial Officer
or Carolina Trust BancShares, Inc., 901 East Main Street,
Lincolnton, NC 28092, Attention: Edwin Laws, Chief Financial
Officer.
For More Information,
Contact:William A. Gehman III, EVP and CFO,
843.723.7700
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