SmartFinancial, Inc. Announces Termination of Merger Agreement with Entegra Financial Corp.
April 24 2019 - 3:10PM
SmartFinancial, Inc. (Nasdaq: SMBK) (“SmartFinancial”), the
parent company of SmartBank, today announced that Entegra Financial
Corp. (Nasdaq: ENFC) (“Entegra”) has elected to terminate effective
April 23, 2019, the previously announced Agreement and Plan of
Merger dated January 15, 2019 (the “Merger Agreement”), among
SmartFinancial, Entegra, and CT Merger Sub, Inc. Entegra
elected to terminate the Merger Agreement in order to enter into a
definitive merger agreement with a large North Carolina-based
financial institution that made a competing offer to acquire
Entegra, an offer that SmartFinancial chose not to match.
“As a disciplined acquirer and having already completed a number
of recent successful acquisitions, we simply felt it was in the
best interest of our shareholders to not move forward with a
matching offer,” said SmartFinancial Chairman, Miller Welborn.
Under the terms of the Merger Agreement, SmartFinancial has
received a termination fee of $6.4 million.
“As a result of the additional capital obtained from the
termination fee, we feel that we are in an even better position to
continue to execute our business plan,” added SmartFinancial’s
President, Billy Carroll. “Looking ahead, we are immediately
refocusing on pursuing other potential acquisitions as part of our
M&A strategy, further bolstering future growth and
profitability of SmartFinancial.”
SmartFinancial has a history of successfully completing
acquisitions across the Southeast, including: Foothills Bank &
Trust (2018), Southern Community Bank (2018), Capstone Bank (2017),
Cornerstone Community Bank (2015), and GulfSouth Private Bank
(2012).
More information about SmartFinancial can be found on its
website: www.smartfinancialinc.com.
About SmartFinancial,
Inc.SmartFinancial, Inc., headquartered in Knoxville,
Tennessee, is the bank holding company for SmartBank, a
full-service commercial bank founded in 2007 and domiciled
in Pigeon Forge, Tennessee. SmartFinancial’s common stock is
traded on the Nasdaq Capital Market under the ticker symbol
“SMBK.” SmartBank has 29 branch offices
across Tennessee, Alabama, and the
Florida Panhandle. Recruiting the best people, delivering
exceptional client service, strategic branching and acquisitions,
and a disciplined approach to lending have all contributed to
SmartFinancial’s and SmartBank’s success.
Investor Relations Contacts
Miller WelbornChairmanSmartFinancial, Inc.Email:
miller.welborn@smartbank.comPhone: 865.437.5700
Billy Carroll President and Chief Executive Officer
SmartFinancial, Inc. Email: billy.carroll@smartbank.com Phone:
865.437.5700
Media Contact
Kelley Fowler Senior Vice President Public Relations/Marketing
SmartFinancial, Inc. Email: kelley.fowler@smartbank.com Phone:
865.868.0611
Forward-Looking Statements
Certain of the statements made in this press
release 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,
including statements about the impact of the termination of the
Merger Agreement on SmartFinancial’s future financial and operating
results and plans, objectives, and intentions. All forward-looking
statements are subject to risks, uncertainties, and other factors
that may cause the actual results, performance, or achievements of
SmartFinancial to differ materially from any results, performance,
or achievements expressed or implied by such forward-looking
statements. Such risks, uncertainties, and other factors include,
among others, (1) the risk that the announcement of the termination
of Merger Agreement could have adverse effects on the market price
of SmartFinancial’s common stock; (2) the risk that the termination
of the Merger Agreement or the announcement of the same could have
an adverse effect on our business generally, including our ability
to retain customers, retain or hire key personnel, or maintain
relationships with customers or suppliers; (3) reputational risk
from the announcement of the termination of the Merger Agreement;
(4) the fact that we have incurred significant transaction costs
related to the Merger Agreement and the transactions that were
contemplated by the Merger Agreement; (5) the risk of litigation
related to the termination of the Merger Agreement or the
abandonment of the transactions that were contemplated by the
Merger Agreement; (6) potential changes to, or the risk that we may
not be able to execute on, our business strategy as a result of the
termination of the Merger Agreement; (7) the risk that cost savings
and revenue synergies from recently completed acquisitions may not
be realized or may take longer than anticipated to realize, (8)
disruption from recently completed acquisitions with customer,
supplier, or employee relationships, and (9) general competitive,
economic, political, and market conditions. Additional factors
which could affect the forward-looking statements can be found in
SmartFinancial’s annual report on Form 10-K, quarterly reports
on Form 10-Q, and current reports on Form 8-K filed with the
Securities and Exchange Commission (the “SEC”) and available on the
SEC’s website at http://www.sec.gov. SmartFinancial disclaims any
obligation to update or revise any forward-looking statements
contained in this press release, which speak only as of the date
hereof, whether as a result of new information, future events, or
otherwise.
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