Item 2.01
Completion of Acquisition or Disposition of Assets.
On July 1, 2016, pursuant to the Merger Agreement, Fox Chase was merged into Univest, with Univest as the surviving entity (the “Merger”). Immediately following the Merger, Fox Chase Savings Bank, a Pennsylvania chartered savings bank that was wholly owned by Fox Chase, was merged into Univest Bank and Trust Co. (“Univest Bank”), a Pennsylvania state-chartered bank and trust company wholly owned by Univest, with Univest Bank as the surviving entity.
Under the terms of the Merger Agreement, Fox Chase stockholders were entitled to elect the form of merger consideration to be received in the transaction. Each stockholder who submitted a completed Letter of Election and Transmittal prior to the election deadline of June 24, 2016 had the ability to elect to receive for each share of Fox Chase common stock either (a) 0.9731 shares of Univest common stock or (b) $21.00 in cash. However, all elections were subject to certain allocation procedures set forth in the Merger Agreement to ensure that 60% of the outstanding shares of Fox Chase received shares of Univest common stock and 40% of the outstanding shares of Fox Chase received cash.
Based on 11,769,390 shares of Fox Chase common stock outstanding immediately prior to the effective time of the Merger, the election results are as follows:
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holders of approximately 2,030,990 shares of Fox Chase common stock (approximately 17.3% of outstanding shares) validly elected to receive the stock consideration;
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holders of approximately 8,688,697 shares of Fox Chase common stock (approximately 73.8% of outstanding shares) validly elected to receive the cash consideration; and
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holders of approximately 1,049,703 shares of Fox Chase common stock (approximately 8.9% of outstanding shares) did not make a valid election.
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The election results are preliminary and may change based on the final accounting being performed by the exchange agent.
Applying the allocation and proration procedures specified in the Merger Agreement to these election results:
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Fox Chase shareholders who made a valid election to receive the stock consideration for their shares of Univest common stock will receive only the stock consideration;
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Fox Chase shareholders who made a valid election to receive the cash consideration for their shares of Fox Chase common stock will receive a combination of cash and Univest common stock. For such shareholders, approximately 54.2% percent of their Fox Chase shares will convert into the cash consideration and approximately 45.8% of their Fox Chase shares will convert into the stock consideration; and
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Fox Chase shareholders who did not make a valid election will receive only the stock consideration for their Fox Chase shares.
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Fox Chase shareholders who did not make a valid election will receive a letter of transmittal to surrender their Fox Chase stock certificates, if applicable, in exchange for the merger consideration each shareholder is entitled to receive. Fox Chase shareholders with questions regarding their individual election results should contact the exchange agent for the transaction, Broadridge Corporate Issuer Solutions, at (855) 793-5068 (toll-free).
No fractional shares of Univest common stock were issued in the merger and any fractional share of Univest common stock will be paid at the rate of $21.02 per share, which was the closing price for a share of Univest common stock as reported on Nasdaq for the trading day immediately preceding the closing date.
At the Effective Time, each option to purchase Fox Chase common stock issued by Fox Chase was canceled and the holder thereof received a cash payment equal to $20.31 minus the option exercise price, multiplied by the number of options held. Additionally, at the Effective Time, each restricted stock award issued that was outstanding vested in full and such shares were converted into the right to receive the merger consideration.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 of Fox Chase’s Current Report on Form 8-K filed on December 11, 2015 and is incorporated herein by reference.