Washington, D.C. 20549
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Forward-Looking Statements
This Current Report on Form 8-K contains forward‐looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward‐looking statements include, but are not limited to, statements about (i) the benefits of the Merger, including future financial and operating results and cost savings that may be realized from the Merger; (ii) First Guaranty's and Premier's plans, objectives, expectations and intentions and other statements that are not historical facts; and (iii) other statements identified by words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" or words of similar meaning. These forward-looking statements are based upon the current beliefs and expectations of the management of First Guaranty and Premier and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward‐looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the anticipated results discussed in these forward‐looking statements.
The following factors, 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 First Guaranty and Premier may not be combined successfully, or such combination may take longer to accomplish than expected; (2) the cost savings from the Merger may not be fully realized or may take longer to realize than expected; (3) operating costs, customer loss and business disruption following the Merger, including adverse effects on relationships with employees, may be greater than expected; (4) governmental approvals of the Merger may not be obtained, or adverse regulatory conditions may be imposed in connection with governmental approvals of the Merger; (5) the stockholders of Premier may fail to approve the Merger; (6) adverse governmental or regulatory policies may be enacted; (7) the interest rate environment may further compress margins and adversely affect net interest income; (8) the risks associated with adverse changes in asset quality and adverse changes to credit quality; (9) difficulties associated with achieving expected future financial results; (10) competition from other financial services companies in First Guaranty's and Premier's markets; and (11) the risk of an economic slowdown that would adversely affect credit quality and loan originations. Additional factors that could cause actual results to differ materially from those expressed in the forward‐looking statements are discussed in First Guaranty's reports (such as the Annual Report 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 Internet site (http://www.sec.gov). All subsequent written and oral forward‐looking statements concerning the proposed transaction or other matters attributable to First Guaranty or Premier or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Except as required by law, First Guaranty and Premier do not undertake any obligation to update any forward‐looking statement to reflect circumstances or events that occur after the date the forward‐looking statement is made.
Additional Information and Where to Find It
This communication is being made in respect of the proposed Merger transaction involving First Guaranty and Premier. 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.
The proposed Merger will be submitted to Premier stockholders for their consideration.
In connection with the proposed transaction, First Guaranty intends to file a registration statement on Form S-4 with the SEC, which will include a proxy statement of Premier and a prospectus of First Guaranty, and First Guaranty and Premier will file other documents regarding the proposed transaction with the SEC.
Before making any voting or investment decision, investors and security holders of Premier are urged to carefully read the entire registration statement and proxy statement/prospectus, when they become available, as well as any amendments or supplements to these documents, because they will contain important information about the proposed transaction
.
Premier and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Premier in connection with the proposed Merger. 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 Merger when it becomes available.
The documents filed by First Guaranty with the SEC may be obtained free of charge at the SEC's website at
www.sec.gov
. In addition, the documents filed by First Guaranty may be obtained free of charge at its website at
www.fgb.net
or by contacting First Guaranty, Inc., 400 East Thomas Street, Hammond, Louisiana, Attention: Eric J. Dosch, Chief Financial Officer, telephone (985) 375-0308.