Item 9.01.
|
Financial Statements and Exhibits.
|
(d) Exhibits.
Caution Regarding Forward-Looking Statements
This report, including the exhibits thereto, contains
certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding First Bancorp’s and Select’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. Such forward-looking statements include, but are not limited to, statements about the benefits of the combination
of First Bancorp and Select, including future financial and operating results, expected cost savings, expected impact on future earnings,
the combined company’s plans, objectives, expectations and intentions and other statements that are not historical facts. 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 you are cautioned not to place undue reliance on any forward-looking statements. Neither Select
nor First Bancorp assume any duty to update forward-looking statements.
In addition to factors previously disclosed
in First Bancorp’s and Select’s reports filed with the Securities and Exchange Commission, or the SEC, the
following factors, among others, could cause actual results to differ materially from forward-looking statements: ability to obtain
regulatory approvals and meet other closing conditions to the merger, including approval by the shareholders of each of First
Bancorp and Select, on the expected terms and schedule; delay in closing the merger; difficulties and delays in integrating the
First Bancorp and Select businesses or fully realizing cost savings and other benefits; business disruption following the proposed
transaction; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest
rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; 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
reaction to the transaction of the companies’ customers, employees and counterparties; and the impact, extent and timing of
technological changes, capital management activities, and other actions of the Board of Governors of the Federal Reserve
and legislative and regulatory actions and reforms.
Additional Information About the Proposed Transaction
and Where to Find It
This communication is being made in respect of
the proposed transaction involving First Bancorp and Select. This material is not a solicitation of any vote or approval
by the shareholders of First Bancorp or Select and is not a substitute for the joint proxy statement/prospectus or any other documents
which First Bancorp and Select may send in connection with the proposed merger. This communication does not constitute
an offer to sell or the solicitation of an offer to buy any securities.
In connection with the proposed transaction, First
Bancorp intends to file with the SEC a Registration Statement on Form S-4 that will include a joint proxy statement of First
Bancorp and Select and a prospectus of First Bancorp, as well as other relevant documents concerning the proposed transaction. Investors
and security holders are also urged to carefully review and consider each of First Bancorp’s and Select’s public
filings with the SEC, including but not limited to their Annual Reports on Form 10-K, their proxy statements, their Current Reports
on Form 8-K and their Quarterly Reports on Form 10-Q. The joint proxy statement/prospectus will be mailed to First Bancorp
and Select’s shareholders. BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, INVESTORS AND SHAREHOLDERS OF FIRST BANCORP
AND SELECT ARE URGED TO CAREFULLY READ THE ENTIRE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED MERGER
WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE
DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain a
free copy of the joint proxy statement/prospectus (when available) and other filings containing information about First Bancorp and Select
at the SEC’s website at www.sec.gov. Investors and security holders may also obtain free copies of the documents
filed with the SEC by First Bancorp on its website at http://www.localfirstbank.com and by Select on
its website at www.selectbank.com.
First Bancorp, Select and certain of
their respective directors and executive officers, under the SEC’s rules, may be deemed to be participants in the
solicitation of proxies of First Bancorp and Select’s shareholders in connection with the proposed
transaction. Information about the directors and executive officers of First Bancorp and their ownership of First
Bancorp common stock is set forth in the proxy statement for First Bancorp’s 2021 Annual Meeting of
Shareholders, as filed with the SEC on Schedule 14A on March 23, 2021. Information about the directors and executive
officers of Select and their ownership of Select common stock is set forth in the proxy statement
for Select’s 2021 Annual Meeting of Shareholders, as filed with the SEC on a Schedule 14A on April 6,
2021. 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 joint proxy statement/prospectus regarding the proposed transaction when it becomes
available. Free copies of this document may be obtained as described in the preceding paragraph.