Item 9.01. Financial Statements and Exhibits
(d) Exhibits. The following exhibit accompanies this report.
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Exhibit No.
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Description
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99.1
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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Disclosures about Forward Looking Statements
Certain of the statements made in this Current Report on Form 8-K may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek” and “estimate,” and similar expressions, are intended to identify such forward-looking statements, but other statements not based on historical information may also be considered forward-looking. Forward-looking statements include statements about the benefits to Entegra or First Citizens and their bank subsidiaries of the proposed merger (the Merger), Entegra Bank’s and First Citizen’s future financial and operating results, their respective plans, objectives and intentions, and when the Merger will be completed. Forward-looking statements also include statements about the benefits to Select Bank of the acquisition of three Entegra Bank branches (the Branch Acquisition) and when the Branch Acquisition will be completed. All forward-looking statements are subject to known and unknown risks, uncertainties, and other factors that may cause the actual results, performance or achievements to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements, including, among others, (1) disruption from the Merger, or recently completed mergers, and the Branch Acquisition with customer, supplier or employee relationships, (2) uncertainties as to the timing of the Merger and Branch Acquisition, (3) the risk that the proposed transactions may not be completed in a timely manner or at all, (4) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement related to the Merger, including under circumstances that would require a party to pay a termination fee, (5) the possibility that the amount of the costs, fees, expenses and charges related to the Merger or the Branch Acquisition may be greater than anticipated, including as a result of unexpected or unknown factors, events or liabilities, (6) the failure or delay of the other conditions to the consummation of the Merger to be satisfied or waived, (7) reputational risk and the reaction of the parties’ customers to the Merger and the Branch Acquisition, (8) the risk of potential litigation or regulatory action related to the Merger, (9) the risk that the cost savings and any revenue synergies from the Merger may not be realized or take longer than anticipated to be realized, (10) general competitive, economic, political and market conditions, and (11) difficulties experienced in the integration of the businesses. Additional factors which could affect the forward-looking statements can be found in reports filed with the Securities and Exchange Commission (SEC) by First Citizens, Entegra and Select and available on the SEC’s website at http://www.sec.gov. Except as may be required by applicable law, none of First Citizens, Entegra or Select undertake any obligation to update or revise any forward-looking statements contained in this communication, which speak only as of the date hereof, whether as a result of new information, future events or otherwise.