As previously announced, on October 16, 2020, CIT Group Inc. (“CIT”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with First Citizens BancShares, Inc. (“First Citizens”), First-Citizens Bank & Trust Company (“FCB”) and FC Merger Subsidiary IX, Inc. (“Merger Sub”), pursuant to which (i) Merger Sub will merge with and into CIT, with CIT as the surviving entity (the “First-Step Merger”), (ii) as soon as reasonably practicable following the effective time of the First-Step Merger, CIT will merge with and into FCB, with FCB as the surviving entity (together with the First-Step Merger, the “Mergers”), and (iii) immediately following the consummation of the Mergers, CIT Bank, N.A., a wholly-owned subsidiary of CIT, will merge with and into FCB, with FCB as the surviving bank (together with the Mergers, the “Proposed Transaction”).
This Current Report on Form 8-K (this “Form 8-K”) is being filed to supplement the Joint Proxy Statement/Prospectus (the “Joint Proxy Statement/Prospectus”) (1) included in the Registration Statement on Amendment No. 1 to Form S-4, File No. 333-250131 (the “Registration Statement”), filed by First Citizens with the U.S. Securities and Exchange Commission (the “SEC”) on December 21, 2020 and declared effective by the SEC on December 23, 2020, (2) filed by First Citizens with the SEC as a prospectus on December 23, 2020, (3) filed by CIT with the SEC as a definitive proxy statement on Schedule 14A on December 23, 2020 and (4) mailed by CIT and First Citizens to their stockholders commencing on or about December 30, 2020.As previously disclosed in the Joint Proxy Statement/Prospectus, six purported holders of CIT common stock had filed substantially similar complaints relating to the Proposed Transaction. As of January 26, 2021, there were eight purported holders of CIT common stock who had filed substantially similar complaints in the United States District Courts. Three complaints have been filed in the Southern District of New York (Stein v. CIT Group Inc., et al, No. 1:20-cv-09810 (S.D.N.Y. filed November 20, 2020); Velasquez v. CIT Group Inc., et al, No. 1:20-cv-10266 (S.D.N.Y. filed December 4, 2020); and Uguagliati v. CIT Group Inc., et al, No. 1:20-cv-10271 (S.D.N.Y. filed December 5, 2020)); two complaints have been filed in the District of Delaware (Thomas v. CIT Group Inc., et al, No. 1:20-cv-01641 (D. Del. filed December 2, 2020); and Berroteran v. CIT Group Inc., et al, No. 1:21-cv-00038 (D. Del. filed January 14, 2021)); and three complaints have been filed in the District of New Jersey (Rhoda v. CIT Group Inc. et al, No. 2:20-cv-17547 (D.N.J. filed December 1, 2020); Konder v. CIT Group Inc., et al, No. 2:20-cv-18449 (D.N.J. filed December 8, 2020); and Strickland v. CIT Group Inc., et al, No. 2:21-cv-00696 (D.N.J. filed January 13, 2021)) (collectively, the “Actions”).
CIT and First Citizens believe that the Actions are without merit and specifically deny that any supplemental disclosure was or is required under applicable law. However, in order to moot certain of the plaintiff’s disclosure claims in the Actions, to avoid nuisance, potential expense and delay, and to provide additional information to stockholders of CIT and First Citizens, CIT and First Citizens have determined to voluntarily supplement the Joint Proxy Statement/Prospectus with certain disclosures set forth herein. Nothing in this Form 8-K shall be deemed to be an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. The information contained in this Form 8-K is incorporated by reference into the Joint Proxy Statement/Prospectus.
SUPPLEMENT TO JOINT PROXY STATEMENT/PROSPECTUS
The information set forth below supplements the Joint Proxy Statement/Prospectus and should be read in conjunction with the Joint Proxy Statement/Prospectus, which should be read in its entirety. To the extent that information herein differs from or updates information contained in the Joint Proxy Statement/Prospectus, the information contained herein supersedes the information contained in the Joint Proxy Statement/Prospectus. All page references below are to pages in the Joint Proxy Statement/Prospectus, and terms used below shall have the meanings set forth in the Joint Proxy Statement/Prospectus (unless otherwise defined below).
The following disclosure is added immediately following the third paragraph on page 71 of the Joint Proxy Statement/Prospectus in the section entitled “The Mergers—Background of the Mergers”:
As part of the bid process, CIT provided all three bidders with the same draft mutual confidentiality agreement, which contained two-way standstill provisions and prohibited each party from requesting that the other party amend or waive the standstill provisions. As part of the negotiations with First Citizens and Company A, CIT agreed to include sunset provisions for the standstills such that the standstills expired upon announcement of a transaction. Company B did not request such a sunset or expiration provision.
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