Heritage Financial Group, Inc. to Submit Alarion Acquisition to Its Stockholders for Approval
August 29 2014 - 8:53AM
Business Wire
Heritage Financial Group, Inc. (“Heritage” or the “Company”)
(NASDAQ: HBOS), the holding company for HeritageBank of the
South (“HeritageBank”), today announced that the Company has been
informed by NASDAQ that its pending acquisition of Ocala-based
Alarion Financial Services, Inc. (“Alarion”), the holding company
for Alarion Bank, must be submitted for approval by the Company’s
stockholders. The Company intends to proceed expeditiously to
schedule a special meeting of its stockholders and does not
anticipate any difficulties in obtaining a favorable vote on the
merger. Alarion shareholders have approved the Merger, and the
Company has received regulatory approvals from all three of its
banking regulators. The Company still expects to complete the
transaction well within the contractual timeframe.
Heritage Financial Group, Inc. is the holding company for
HeritageBank of the South, a community-oriented bank serving
primarily Georgia, Florida and Alabama through 29 banking
locations, 15 mortgage offices, and 5 investment offices. As of
June 30, 2014, the Company reported total assets of approximately
$1.5 billion and total stockholders’ equity of approximately $132
million. For more information about the Company, visit HeritageBank
of the South on the Web at www.eheritagebank.com under the
“Investors” tab.
Cautionary Note Regarding Forward Looking Statements
Except for historical information contained herein, the matters
included in this news release and other information in the
Company’s filings with the Securities and Exchange Commission may
contain certain “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. These
statements can be identified by the fact that they do not relate
strictly to historical or current facts and often use words or
phrases “opportunities,” “prospects,” “will likely result,” “are
expected to,” “will continue,” “is anticipated,” “estimate,”
“project,” “intends” or similar expressions. The forward-looking
statements made herein represent the current expectations, plans or
forecasts of the Company’s future results and revenues. The Company
intends such forward-looking statements to be covered by the safe
harbor provisions for forward-looking statements contained in the
Private Securities Reform Act of 1995 and includes this statement
for purposes of these safe harbor provisions. These statements are
not guarantees of future results or performance and involve certain
risks, uncertainties and assumptions that are difficult to predict
and are often beyond the Company’s control. Actual outcomes and
results may differ materially from those expressed in, or implied
by, any of these forward-looking statements. Investors should not
place undue reliance on any forward-looking statement and should
consider the uncertainties and risks, discussed under Item 1A.
“Risk Factors” of the Company’s 2013 Annual Report on Form 10-K and
in any of the Company’s subsequent SEC filings. Further information
concerning the Company and its business, including additional
factors that could materially affect the Company’s financial
results, is included in its other filings with the SEC.
Additional Information
This communication does not constitute a solicitation of any
vote or approval. This communication is being made in respect of a
proposed business combination transaction involving the Company and
Alarion. In connection with the proposed transaction, the Company
will file with the Securities and Exchange Commission (the “SEC”) a
final proxy statement to approve the issuance of the shares of the
Company’s common stock issuable in the transaction. Heritage will
mail the final proxy statement to its stockholders. BEFORE MAKING
ANY VOTING DECISION REGARDING THE PROPOSED TRANSACTION, HERITAGE
STOCKHOLDERS ARE URGED TO READ ALL FILINGS MADE BY THE COMPANY IN
CONNECTION WITH THE TRANSACTION, INCLUDING THE FINAL PROXY
STATEMENT, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. Stockholders may obtain copies of
all documents filed with the SEC regarding this transaction, free
of charge, at the SEC’s website (www.sec.gov) and by accessing the
Company’s website (www.eheritagebank.com) under the heading
“Investors” and then under the link “SEC Filings.” These documents
may also be obtained free of charge from the Company by requesting
them in writing from T. Heath Fountain, Executive Vice President
and Chief Financial Officer, Heritage Financial Group, Inc., 721
North Westover Boulevard, Albany, Georgia 31707, or by telephone at
(229) 878-2055.
The directors, executive officers and certain other members of
management and employees of Heritage may be deemed to be
participants in the solicitation of proxies in favor of the
proposed transaction from the stockholders of Heritage. You can
find information about Heritage’s executive officers and directors
in Heritage’s most recent Annual Report on Form 10-K filed with the
SEC on March 14, 2014, and its most recent definitive proxy
statement filed with the SEC on April 25, 2014. The directors,
executive officers and certain other members of management and
employees of Alarion may also be deemed to be participants in the
solicitation of proxies in favor of the proposed transaction from
the stockholders of Heritage. Information about the directors and
executive officers of Alarion will be included in the proxy
statement/prospectus for the proposed transaction. Additional
information regarding the interests of those participants and other
persons who may be deemed participants in the transaction may be
obtained by reading the proxy statement/prospectus regarding the
proposed transaction when it becomes available. Free copies of this
document may be obtained as described in the preceding
paragraph.
Heritage Financial Group, Inc.T. Heath Fountain,
229-878-2055Executive Vice President and Chief Financial
Officer
Heritage Financial (NASDAQ:HBOS)
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