CBTX, INC. : Other Events, Financial Statements and Exhibits (Form 8-K)
Section 8.01 Other Events.
On
Item 9.01 Financial statements and supporting documents.
(d) Exhibits. Exhibit Number Description of Exhibit 99.1 Joint Press Release, datedMay 17, 2022 . 104 Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded with the Inline XBRL document. Forward-Looking Statements
Certain statements contained in this communication that are not historical in nature are intended to be, and are hereby identified as, “forward-looking statements” for purposes of the safe harbor provided by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended.
These statements include, but are not limited to, statements about the benefits of the Company’s proposed merger with Allegiance, including future financial and operating results (including the expected impact of the transaction on earnings and the Company’s and Allegiance’s respective book values), statements relating to the expected timing of the completion of the merger, the combined company’s plans, objectives, expectations and intentions, and other statements that are not not historical facts. Forward-looking statements can be identified by words such as “may”, “will”, “should”, “anticipate”, “anticipate”, “intend”, “anticipate”, “expect”, “believes”, “estimates”, “potential”, or “continues” or the negatives of these terms or other comparable terms.
All forward-looking statements are subject to risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company or Allegiance to differ materially from the results expressed or implied by such forward-looking statements. . These factors include, among others: the risk that the cost savings and any revenue synergies resulting from the merger may not be fully realized or may take longer than expected to be realized; disruption of the parties’ businesses due to the announcement and expectation of the merger; the occurrence of any event, change or other circumstance that may cause the Merger Agreement to be terminated; the risk that the integration of each party’s operations will be materially delayed or be more costly or more difficult than anticipated or that the parties will otherwise be unable to successfully integrate each party’s business into the business of the other ; failure to obtain necessary approvals by shareholders of Allegiance or the Company; the amount of costs, fees, costs and charges relating to the merger; the ability of Allegiance and the Company to obtain required governmental approvals for the merger (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 transaction); reputational risk and the reaction of each company’s customers, suppliers, employees or other business partners to the merger; failure to satisfy the closing conditions of the Merger Agreement or any unforeseen delay in closing the Merger; the possibility that the merger will be more costly to complete than expected, including due to unexpected factors or events; dilution caused by the issuance by the Company of additional shares of its common stock in connection with the merger; general competitive, economic, political and market conditions; and other factors that could affect the future results of the Company and Allegiance, including changes in asset quality and credit risk; failure to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customers’ borrowing, repayment, investment and deposit practices; the impact, extent and timing of technological changes; capital management activities; and other actions of the
Other factors that could affect the Company’s future results are contained in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, in each case filed with the
The Company disclaims any obligation and does not intend 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, except as required by federal law. securities laws. Because forward-looking statements involve significant risks and uncertainties, caution should be exercised not to place undue reliance on such statements.
Merger Information and Where to Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.
In connection with the proposed merger, the Company has filed a registration statement on Form S-4 (registration number 333-262322) with the
WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS FILED OR FILE WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT ALLEGIANCE, THE COMPANY AND THE PROPOSED MERGER.
Investors and securityholders may obtain free copies of these documents and other documents filed with the
Participants in the solicitation
The Company, Allegiance and certain of their respective directors and officers may be considered participants in the solicitation of proxies from shareholders of the Company and Allegiance in connection with the proposed merger. Certain information regarding the interests of such participants and a description of their direct or indirect interests, through securities holdings or otherwise, are included in the proxy statement/prospectus relating to the proposed merger. Additional information about the directors and executive officers of the Company and their ownership of common stock of the Company is set forth in the Company’s Annual Report on Form 10-K, filed with the
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