Northeast Bancorp Announces Corporate Reorganization
07 1월 2019 - 11:10PM
Northeast Bancorp (“Northeast” or the “Company”) (NASDAQ: NBN), a
Maine-based full-service financial services company and parent of
Northeast Bank (the “Bank”), today entered into an Agreement and
Plan of Merger (the “Plan of Merger”) with its wholly-owned bank
subsidiary, Northeast Bank. Under the terms of the Plan of Merger,
the Company will merge with and into the Bank (the
“Reorganization”), with the Bank continuing as the surviving
entity. If the proposed Reorganization is approved and effected,
the bank holding company structure will be eliminated and the Bank
will become the top-level company.
“We decided to undertake this transaction
because we believe that this Reorganization is in the best interest
of our Company,” said Richard Wayne, President and Chief Executive
Officer. “This transaction will further improve our efficiency by
eliminating redundant corporate infrastructure and activities, and
eliminating a second level of supervision and oversight that comes
with being a registered bank holding company. In addition, the
regulatory commitments regarding capital levels, asset composition,
and sources of funding that we have adhered to since 2010 will be
replaced by standards to be incorporated into our policies and
procedures. We believe that these changes should allow for an
increase in loan capacity in the long run, as well as a decrease in
our deposit costs and the costs associated with holding excess
cash.”
At the effective time of the Reorganization,
each outstanding share of voting and non-voting common stock of the
Company, par value $1.00 per share, respectively, will be canceled
and converted into the right to receive one share of voting and
non-voting common stock, respectively, of the Bank. As a result,
the shares of the Bank’s common stock are expected to be owned
directly by the Company’s shareholders in the same proportion as
their ownership of the Company’s common stock immediately prior to
the Reorganization.
Following the Reorganization, it is expected
that the surviving entity, the Bank, will be a publicly-traded
company listed on the NASDAQ Global Market (“NASDAQ”) under the
same ticker symbol currently used by the Company, “NBN.” It is also
expected that the Bank’s common stock will be registered under the
Securities Exchange Act of 1934 (the “Exchange Act”), which vests
the Federal Deposit Insurance Corporation (the “FDIC”) with the
power to administer and enforce certain sections of the Exchange
Act applicable to banks. Following the Reorganization, the Bank
will file periodic and current reports and other materials required
by the Exchange Act with the FDIC, and the Company will no longer
file these reports and materials with the Securities and Exchange
Commission (the “SEC”).
The Bank will have the same board of directors
following the Reorganization as the Company had immediately prior
to the Reorganization, and the executive officers of the Company
will hold the same positions and titles.
The Reorganization has been approved by the
boards of directors of the Company and the Bank. The Company will
initiate the filings and other actions required in connection with
the Reorganization, including filing a proxy statement and other
proxy materials with the SEC and convening a special meeting of its
shareholders to consider and vote upon the Plan of Merger. In
addition to shareholder approval, the Reorganization will be
subject to various closing conditions, including, among others, the
receipt of all required regulatory approvals, including the
approval of the Maine Bureau of Financial Institutions and the
FDIC.
About Northeast
BancorpNortheast Bancorp (NASDAQ: NBN) is the holding
company for Northeast Bank, a full-service bank headquartered in
Lewiston, Maine. We offer personal and business banking services to
the Maine market via ten branches. Our Loan Acquisition and
Servicing Group purchases and originates commercial loans on a
nationwide basis and our SBA Division supports the needs of growing
businesses nationally. ableBanking, a division of Northeast Bank,
offers online savings products to consumers nationwide. Information
regarding Northeast Bank can be found at www.northeastbank.com.
Forward-Looking Statements
Statements in this report that are not historical facts are
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, and are intended to be
covered by the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements
include, without limitation, those relating to the terms of the
proposed transaction between the Company and the Bank and the
proposed impact of this proposed Reorganization on the combined
company, and the ability of the Company and the Bank to close the
Reorganization in a timely manner or at all. Although the Company
believes that these forward-looking statements are based on
reasonable estimates and assumptions, they are not guarantees of
future performance and are subject to known and unknown risks,
uncertainties, and other factors. You should not place undue
reliance on our forward-looking statements. You should exercise
caution in interpreting and relying on forward-looking statements
because they are subject to significant risks, uncertainties and
other factors which are, in some cases, beyond the Company’s
control. These factors may include, but are not limited to, the
ability of the Company and the Bank to consummate the
Reorganization; the ability of the Company and the Bank to satisfy
the conditions to the completion of the Reorganization, including
the receipt of Company shareholder approval and the receipt of
regulatory approvals required for the Reorganization on the terms
expected in the Plan of Merger; the ability of the Company and the
Bank to meet expectations regarding the timing, completion and
accounting and tax treatments of the Reorganization; the
possibility that any of the anticipated benefits of the
Reorganization will not be realized or will not be realized as
expected; the failure of the Reorganization to close for any other
reason; the effect of the announcement of the Reorganization on the
Company's operating results; the possibility that the
Reorganization may be more expensive to complete than anticipated,
including as a result of unexpected factors or events; the
inability to retrieve the Bank's filings mandated by the Exchange
Act from the SEC's publicly-available website after the closing of
the Reorganization; the impact of all other factors generally
understood to affect the assets, business, cash flows, financial
condition, liquidity, prospects and/or results of operations of
financial services companies; and the other risks and uncertainties
detailed in the Company’s Annual Report on Form 10-K and updated by
the Company’s Quarterly Reports on Form 10-Q and other filings
submitted to the SEC. These statements speak only as of the date of
this release and the Company does not undertake any obligation to
update or revise any of these forward-looking statements to reflect
events or circumstances occurring after the date of this
communication or to reflect the occurrence of unanticipated events.
Additional Information and Where to Find ItThis
news release is being made in respect of the proposed
Reorganization transaction described above. In connection with the
transaction, the Company will file with the SEC and mail to its
shareholders a proxy statement. BEFORE MAKING ANY VOTING DECISION
WITH RESPECT TO THE PROPOSED REORGANIZATION TRANSACTION, INVESTORS
ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. The proxy statement, as well as other filings
containing information about the Company and the Bank, will be
available without charge at the SEC’s internet website
(https://www.sec.gov). Copies of the proxy statement can also be
obtained, when available, without charge, from the Company’s
investor relations website at
https://investor.northeastbank.com.
Certain Information Regarding
ParticipantsThe Company and certain of its directors,
executive officers and other members of management and employees
may be deemed to be participants in the solicitation of proxies
from the shareholders of the Company in respect of the proposed
Reorganization transaction. Certain information about the directors
and executive officers of the Company is set forth in its Annual
Report on Form 10-K for the year ended June 30, 2018, which was
filed with the SEC on September 13, 2018, and its proxy statement
for its 2018 annual meeting of shareholders, which was filed with
the SEC on October 4, 2018. Other information regarding the
participants in the proxy solicitations and a description of their
direct and indirect interests, by security holdings or otherwise,
will be included in the proxy statement and other relevant
documents filed with the SEC when they become available.
NBN-F
For More Information:Richard Wayne, President
and Chief Executive Officer 207.786.3245 ext. 3203Jean-Pierre
Lapointe, Chief Financial Officer207.786.3245 ext. 3220Northeast
Bank, 500 Canal Street, Lewiston, ME 04240
www.northeastbank.com
Northeast Bank (NASDAQ:NBN)
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부터 7월(7) 2024 으로 8월(8) 2024
Northeast Bank (NASDAQ:NBN)
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부터 8월(8) 2023 으로 8월(8) 2024