First Citizens BancShares, Inc. (NASDAQ: FCNCA) (“First Citizens”),
the parent company of First-Citizens Bank & Trust Company, and
CIT Group Inc. (NYSE: CIT) (“CIT”), the parent company of CIT Bank,
N.A., jointly announced that, at their respective special meetings
of stockholders held today, First Citizens and CIT received the
stockholder approvals for the merger of the companies.
Both companies are preparing for anticipated completion of the
transaction in the second quarter of 2021, subject to satisfaction
of customary closing conditions, including receipt of regulatory
approvals. The combined company will create the 20th largest bank
in the United States based on assets.
“Today marks an important milestone as we move closer to uniting
our two companies,” said Frank B. Holding, Jr., First Citizens
Chairman and Chief Executive Officer. “The combination of our
companies will leverage our unique attributes, and we are excited
about the opportunities it will provide for all of our
constituents, including our stockholders, our customers, our
associates and our communities.”
“We are pleased to have crossed this key threshold as we work
toward the merger of two complementary banks that will unlock
greater potential for stakeholders,” said Ellen R. Alemany, CIT
Chairwoman and Chief Executive Officer.
About First CitizensFirst Citizens BancShares,
Inc. is the financial holding company for Raleigh, North
Carolina-headquartered First-Citizens Bank & Trust Company
(“First Citizens Bank”). As one of America’s largest
family-controlled banks, First Citizens Bank is known for building
financial strength that lasts for personal, business, commercial
and wealth management clients. Founded in 1898, the bank provides a
broad range of financial products and operates a network of
branches in 19 states that include many high-growth markets. For
more information, visit First Citizens’ website at
firstcitizens.com. First Citizens Bank. Forever First®.
About CITCIT is a leading national bank focused
on empowering businesses and personal savers with the financial
agility to navigate their goals. CIT Group Inc. (NYSE: CIT) is a
financial holding company with over a century of experience and
operates a principal bank subsidiary, CIT Bank, N.A. (Member FDIC,
Equal Housing Lender). CIT’s commercial banking segment includes
commercial financing, community association banking, middle market
banking, equipment and vendor financing, factoring, railcar
financing, treasury and payments services, and capital markets and
asset management. CIT's consumer banking segment includes a
national direct bank and regional branch network. Discover more at
cit.com/about.
Forward-Looking StatementsThis communication
contains “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995 regarding the
financial condition, results of operations, business plans and
future performance of First Citizens and CIT. Words such as
“anticipates, ” “believes, ” “estimates, ” “expects, ” “forecasts,
” “intends,” “plans, ” “projects, ” “targets,” “designed,” “could,
” “may, ” “should, ” “will” or other similar words and expressions
are intended to identify these forward-looking statements.
These forward-looking statements are based on First Citizens’ and
CIT's current expectations and assumptions regarding First
Citizens’ and CIT’s businesses, the economy, and other future
conditions.
Because forward-looking statements relate to future results and
occurrences, they are subject to inherent risks, uncertainties,
changes in circumstances and other factors that are difficult to
predict. Many possible events or factors could affect First
Citizens’ and/or CIT’s future financial results and performance and
could cause the actual results, performance or achievements of
First Citizens and/or CIT to differ materially from any anticipated
results expressed or implied by such forward-looking
statements. Such risks and uncertainties include, among
others, (1) the risk that the cost savings, any revenue synergies
and other anticipated benefits of the proposed merger may not be
realized or may take longer than anticipated to be realized,
including as a result of the impact of, or problems arising from,
the integration of the two companies or as a result of the
condition of the economy and competitive factors in areas where
First Citizens and CIT do business, (2) disruption to the parties’
businesses as a result of the announcement and pendency of the
proposed merger and diversion of management’s attention from
ongoing business operations and opportunities, (3) the occurrence
of any event, change or other circumstances that could give rise to
the right of one or both of the parties to terminate the definitive
merger agreement between First Citizens and CIT, (4) the risk that
the integration of First Citizens’ and CIT’s operations will be
materially delayed or will be more costly or difficult than
expected or that First Citizens and CIT are otherwise unable to
successfully integrate their businesses, (5) the outcome of any
legal proceedings that may be or have been instituted against First
Citizens and/or CIT, (6) the failure to obtain required
governmental approvals (and the risk that such approvals may result
in the imposition of conditions that could adversely affect the
combined company or the expected benefits of the proposed
transaction), (7) reputational risk and potential adverse reactions
of First Citizens’ and/or CIT’s customers, suppliers, employees or
other business partners, including those resulting from the
announcement or completion of the proposed merger, (8) the failure
of any of the closing conditions in the definitive merger agreement
to be satisfied on a timely basis or at all, (9) delays in closing
the proposed merger, (10) the possibility that the proposed merger
may be more expensive to complete than anticipated, including as a
result of unexpected factors or events, (11) the dilution caused by
First Citizens’ issuance of additional shares of its capital stock
in connection with the proposed merger, (12) general competitive,
economic, political and market conditions, (13) other factors that
may affect future results of CIT and/or First Citizens including
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 impact, extent and timing of technological
changes, capital management activities, and other actions of the
Federal Reserve Board and legislative and regulatory actions and
reforms, and (14) the impact of the global COVID-19 pandemic on
First Citizens’ and/or CIT’s businesses, the ability to complete
the proposed merger and/or any of the other foregoing risks.
Except to the extent required by applicable law or regulation,
each of First Citizens and CIT disclaims any obligation to update
such factors or to publicly announce the results of any revisions
to any of the forward-looking statements included herein to reflect
future events or developments. Further information regarding
First Citizens, CIT and factors which could affect the
forward-looking statements contained herein can be found in First
Citizens’ Annual Report on Form 10-K for the fiscal year ended
December 31, 2019, its Quarterly Reports on Form 10-Q for the
periods ended March 31, 2020, June 30, 2020 and September 30, 2020,
and its other filings with the Securities and Exchange Commission
(the “SEC”), and in CIT’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2019, its Quarterly Reports on Form 10-Q
for the periods ended March 31, 2020, June 30, 2020 and September
30, 2020, and its other filings with the SEC.
Important Information about the Merger and Where to Find
ItIn connection with the proposed merger between First
Citizens and CIT, First Citizens filed with the SEC a registration
statement on Form S-4 (File No. 333-250131), as amended on December
21, 2020, to register the shares of First Citizens’ capital stock
that will be issued to CIT’s stockholders in connection with the
proposed transaction. The registration statement includes a
joint proxy statement of First Citizens and CIT that also
constitutes a prospectus of First Citizens. The registration
statement was declared effective by the SEC on December 23, 2020,
and the definitive joint proxy statement/prospectus was mailed to
CIT’s and First Citizens’ stockholders of record as of the close of
business on or about December 30, 2020. First Citizens and CIT held
their respective special meeting of stockholders on February 9,
2021.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
REGISTRATION STATEMENT ON FORM S-4 AND THE JOINT PROXY
STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON
FORM S-4 (AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN
CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY
REFERENCE INTO THE JOINT PROXY STATEMENT/PROSPECTUS) BECAUSE SUCH
DOCUMENTS CONTAIN IMPORTANT INFORMATION REGARDING FIRST CITIZENS,
CIT, THE PROPOSED MERGER AND RELATED MATTERS.
Investors and security holders may obtain free copies of these
documents and other documents filed with the SEC by First Citizens
or CIT through the website maintained by the SEC at
http://www.sec.gov or from First Citizens at its website,
www.firstcitizens.com, or from CIT at its website,
www.cit.com. Documents filed with the SEC by First Citizens
will be available free of charge by accessing the “Newsroom” page
of First Citizens’ website at www.firstcitizens.com or,
alternatively, by directing a request by telephone or mail to First
Citizens BancShares, Inc., Mail Code: FCC-22, PO Box 27131,
Raleigh, North Carolina 27611-7131, (919) 716-7000, and documents
filed with the SEC by CIT will be available free of charge by
accessing CIT’s website at www.cit.com under the tab “About Us,”
and then under the heading “Investor Relations” or, alternatively,
by directing a request by telephone or mail to CIT Group Inc., One
CIT Drive, Livingston, New Jersey 07039, (866) 542-4847.
First Citizens Contact InformationBarbara
ThompsonDirector of Corporate Communications and Brand
Marketing919-716-2716barbara.thompson@firstcitizens.com
Tom HeathDirector of Investor
Relations919-716-4565tom.heathIII@firstcitizens.com
CIT Contact InformationGina ProiaEVP, Chief
Marketing and Communications
Officer212-771-6008gina.proia@cit.com
Barbara CallahanSVP and Head of Investor
Relations973-740-5058barbara.callahan@cit.com
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