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| RNST > SEC Filings for RNST > Form 8-K on 7-Feb-2013 | All Recent SEC Filings |
7-Feb-2013
Other Events
On February 7, 2013, Renasant Corporation ("Renasant") filed a Current Report on Form 8-K announcing its entry into a definitive merger agreement with First M&F Corporation ("M&F"). Exhibit 99.2 to the Current Report on Form 8-K included information regarding the merger agreement and the transactions contemplated thereby provided in connection with Renasant's presentation to analysts and investors on February 7, 2013.
One of the slides contained in the presentation materials incorrectly stated that 13 of the 36 branches of Merchants and Farmers Bank, a wholly-owned subsidiary of M&F ("M&F Bank"), were located within one mile of a branch of Renasant Bank, Renasant's wholly-owned subsidiary. In fact, seven of the 36 M&F Bank branches are within one mile of a Renasant Bank branch.
Additional Information About the Renasant/M&F Transaction
Renasant and M&F will be filing a joint proxy statement/prospectus, and other
relevant documents concerning the merger with the Securities and Exchange
Commission (the "SEC"). This report 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. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND
ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE MERGER OR
INCORPORATED BY REFERENCE IN THE JOINT PROXY STATEMENT/PROSPECTUS BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT RENASANT, M&F AND THE PROPOSED MERGER.
When available, the joint proxy statement/prospectus will be mailed to
shareholders of both Renasant and M&F. Investors will also be able to obtain
copies of the joint proxy statement/prospectus and other relevant documents
(when they become available) free of charge at the SEC's Web site (www.sec.gov).
In addition, documents filed with the SEC by Renasant will be available free of
charge from Mitchell Waycaster, Director of Investor Relations, Renasant
Corporation, 209 Troy Street, Tupelo, Mississippi 38804-4827, telephone:
(662) 680-1215. Documents filed with the SEC by M&F will be available free of
charge from M&F by contacting John G. Copeland, Chief Financial Officer, First
M&F Corporation, 134 West Washington Street, Kosciusko, Mississippi 39090,
telephone: (662) 289-8594.
Renasant, M&F and certain of their 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 Renasant and M&F in connection with the proposed merger. Information about the directors and executive officers of Renasant is included in the proxy statement for its 2012 annual meeting of shareholders, which was filed with the SEC on March 8, 2012. Information about the directors and executive officers of M&F is included in the proxy statement for its 2012 annual meeting of shareholders, which was filed with the SEC on March 14, 2012. Additional information regarding the interests of such participants and other persons who may be deemed participants in the transaction will be included in the joint proxy statement/prospectus and the other relevant documents filed with the SEC when they become available.
"Safe Harbor" Statement Under the Private Securities Litigation Reform Act of 1995
This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Congress passed the Private Securities Litigation Act of 1995 in an effort to encourage corporations to provide information about companies' anticipated future financial performance. This act provides a safe harbor for such disclosure, which protects the companies from unwarranted litigation if actual results are different from management expectations. This report contains forward looking statements within the meaning of the Private Securities Litigation Reform Act, and reflects management's current views and estimates of future economic circumstances, industry conditions, company performance, and financial results. These forward looking statements are subject to a number of factors and uncertainties which could cause Renasant's, M&F's or the combined company's actual results and experience to differ from the anticipated results and expectations expressed in such forward looking statements. Forward looking statements speak only as of the date they are made and neither Renasant nor M&F assumes any duty to update forward looking statements. In addition to factors previously disclosed in Renasant's and M&F's reports filed with the SEC and those identified elsewhere herein, these forward-looking statements include, but are not limited to, statements about (i) the expected benefits of the transaction between Renasant and M&F and between Renasant Bank and Merchants and Farmers Bank, including future financial and operating results, cost savings, enhanced revenues and the expected market position of the combined company that may be realized from the transaction, and (ii) Renasant and M&F's plans, objectives, expectations and
The following risks, among others, could cause actual results to differ
materially from the anticipated results or other expectations expressed in the
forward-looking statements: (1) the businesses of Renasant and M&F may not be
integrated successfully or the integration may be more difficult, time-consuming
or costly than expected; (2) the expected growth opportunities or costs savings
from the transaction may not be fully realized or may take longer to realize
than expected; (3) revenues following the transaction may be lower than expected
as a result of losses of customers or other reasons; (4) deposit attrition,
operating costs, customer loss and business disruption following the
transaction, including difficulties in maintaining relationships with employees,
may be greater than expected; (5) governmental approvals of the transaction may
not be obtained on the proposed terms or expected timeframe; (6) Renasant's or
M&F's shareholders may fail to approve the transaction; (7) the terms of the
proposed transaction may need to be modified to satisfy such approvals or
conditions; (8) reputational risks and the reaction of the companies' customers
to the transaction; (9) diversion of management time on merger related issues;
(10) changes in asset quality and credit risk; (11) inflation; (12) customer
acceptance of the combined company's products and services; (13) customer
borrowing, repayment, investment and deposit practices; (14) the introduction,
withdrawal, success and timing of business initiatives; (15) the impact, extent,
and timing of technological changes; (16) a weakening of the economies in which
the combined company will conduct operations may adversely affect its operating
results; (17) the U.S. legal and regulatory framework, including those
associated with the Dodd Frank Wall Street Reform and Consumer Protection Act,
could adversely affect the operating results of the combined company; (18) the
interest rate environment may compress margins and adversely affect net interest
income; and (19) competition from other financial services companies in the
company's markets could adversely affect operations. Additional factors that
could cause Renasant's, M&F's or the combined company's results to differ
materially from those described in the forward-looking statements can be found
in Renasant's and M&F's reports (such as Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K) filed with the SEC and
available at the SEC's website (www.sec.gov). All subsequent written and oral
forward-looking statements concerning Renasant, M&F or the proposed merger or
other matters and attributable to Renasant, M&F or any person acting on either
of their behalf are expressly qualified in their entirety by the cautionary
statements above. Renasant and M&F do not undertake any obligation to update any
forward-looking statement, whether written or oral, to reflect circumstances or
events that occur after the date the forward-looking statements are made.
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