Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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2.1
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Agreement and Plan of Merger and Reorganization, dated June 26, 2017, by and among Entegra Financial Corp., Entegra Bank and Chattahoochee Bank of Georgia.
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99.1
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Joint Press Release dated June 27, 2017, announcing the Merger Agreement.
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FORWARD-LOOKING STATEMENTS
This
Current Report may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform
Act of 1995, including Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933. Such statements
involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially. Any statements
that are not statements of historical fact may be deemed to be “forward-looking statements.” Such statements are often
characterized by the use of qualifying words such as “expects,” “anticipates,” “believes,”
“estimates,” “plans,” “projects,” or other statements concerning opinions or judgments of Entegra
and its management about future events.
Such
forward-looking statements include, but are not limited to, statements about the benefits of the combination of Entegra and Chattahoochee,
including future financial and operating results, expected cost savings, expected impact on future earnings, the combined bank’s
plans, objectives, expectations and intentions and other statements that are not historical facts. These forward-looking statements
are subject to numerous assumptions, risks and uncertainties which change over time. Forward-looking statements speak only as of
the date they are made and you are cautioned not to place undue reliance on any forward-looking statements. We assume no duty to
update forward-looking statements.
In
addition to factors previously disclosed in Entegra’s reports filed with the SEC, the following factors among others,
could cause actual results to differ materially from forward-looking statements: ability to obtain regulatory approvals and meet
other closing conditions to the acquisition, including approval by Chattahoochee’s shareholders, on the expected terms and
schedule; delay in closing the acquisition; difficulties and delays in integrating the Entegra and Chattahoochee businesses or
fully realizing cost savings and other benefits; business disruption following the proposed transaction; changes in asset quality
and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation;
customer borrowing, repayment, investment and deposit practices; the introduction, withdrawal, success and timing of business initiatives;
competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences
associated with mergers, acquisitions and divestitures; economic conditions; the reaction to the transaction of the banks’
customers, employees and counterparties; and the impact, extent and timing of technological changes, capital management activities,
and other actions of the Board of Governors of the Federal Reserve and legislative and regulatory actions and reforms.
ADDITIONAL INFORMATION ABOUT THE PROPOSED
TRANSACTION AND WHERE TO FIND IT
This Current Report
is being made in respect of the proposed transaction involving Entegra and Chattahoochee. This material is
not a solicitation of any vote or approval of Chattahoochee’s shareholders and is not a substitute for the proxy
statement/prospectus or any other documents which and Chattahoochee may send in connection with the proposed merger. This
communication does not constitute an offer to sell or the solicitation of an offer to buy any securities.
In connection
with the proposed acquisition, Entegra will file with the SEC a registration statement on Form S-4 to register the shares of Entegra
common stock to be issued to the shareholders of Chattahoochee. The registration statement will include a proxy statement/prospectus
which will be sent to the shareholders of Chattahoochee seeking their approval of the acquisition and related matters. In addition,
Entegra may file other relevant documents concerning the proposed acquisition with the SEC.
INVESTORS
AND SHAREHOLDERS OF CHATTAHOOCHEE ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE PROXY STATEMENT/PROSPECTUS INCLUDED
WITHIN THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED ACQUISITION
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ENTEGRA, CHATTAHOOCHEE AND THE PROPOSED TRANSACTION.
Investors
and shareholders may obtain free copies of these documents, when filed, through the website maintained by the SEC at www.sec.gov.
Free copies of the proxy statement/prospectus also may be obtained, when available, by directing a request by telephone or mail
to Entegra Financial Corp., 14 One Center Court, Franklin, North Carolina 28734, Attention: David Bright (telephone: (828) 524-7000),
or Chattahoochee Bank of Georgia, 643 E E Butler Parkway, Gainesville, Georgia 30503, Attention: Investor Relations (telephone:
(770) 536-0607), or by accessing Entegra’s website at www.entegrabank.com under “Investor Relations.” The information on Entegra’s and Chattahoochee’s websites is not, and shall not be
deemed to be, a part of this Current Report or incorporated into other filings either company makes with the SEC.
Chattahoochee
and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders
of Chattahoochee in connection with the acquisition. Information about the directors and executive officers of Chattahoochee is
set forth in the proxy statement for Chattahoochee’s 2017 annual meeting of shareholders. Additional information regarding the
interests of these participants and other persons who may be deemed participants in the proxy solicitation may be obtained by reading
the proxy statement/prospectus when it becomes available.