The consummation of the transaction is subject to customary regulatory and shareholder approvals. The Company will promptly call a special meeting of shareholders to vote on the transaction and will distribute related proxy materials to shareholders in advance of the meeting that contain more detailed information regarding the transaction. All directors and executive officers of the Company have agreed to vote their shares of Company common stock in favor of the transaction. The Company currently anticipates that the transaction will be consummated in the fourth quarter of 2011.
Upon the consummation of the transaction, the Company will also conduct a rights offering to existing Company shareholders of up to $10 million of common stock at a price of $16.00 per share.
The private placement involves the sale of securities in private transactions that will not be registered under the Securities Act of 1933, as amended, and will be subject to the resale restrictions promulgated thereunder. Such securities being sold in the private placement may not be offered or sold absent registration or an applicable exemption from registration. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The Company plans to file with the SEC and mail to its shareholders a proxy statement in connection with the transactions contemplated in this press release (the “Proxy Statement”). The Company and its respective directors and executive officers may be deemed to be participants in the solicitation of proxies. Information regarding our directors and executive officers is contained in the Company’s proxy statement filed with the SEC on April 13, 2011. The Proxy Statement will contain important information about the Company and related matters, including the current security holdings of the Company’s respective officers and directors. Security holders are urged to read the Proxy Statement carefully when it becomes available.