Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
15 August 2017 - 6:54AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street NW
Washington, D.C. 29549
Form 8-K
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
Date of Report (Date of earliest event reported):
|
|
August 14, 2017
|
|
|
|
First Bancorp
(Exact Name of Registrant as Specified in its
Charter)
|
|
|
|
|
North Carolina
|
|
0-15572
|
|
56-1421916
|
(State or Other Jurisdiction
|
|
(Commission
|
|
(I.R.S. Employer
|
of Incorporation)
|
|
File Number)
|
|
Identification Number)
|
|
|
|
|
|
300 SW Broad Street, Southern Pines,
North Carolina
|
|
|
|
28387
|
(Address of Principal Executive Offices)
|
|
|
|
(Zip Code)
|
(910) 246-2500
(Registrant’s telephone number, including
area code)
Not Applicable
(Former Name or Former Address, if changed since
last report)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|
x
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
o
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
o
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
o
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
1
Item 8.01 – Other Events
On August 14, 2017, the registrant issued
a news release to report that First Bancorp (the “Company”), the parent company of First Bank, has now received all
required regulatory approvals to acquire ASB Bancorp, Inc. (“ASB Bancorp”), the parent company of Asheville Savings
Bank, SSB.
The ASB Bancorp shareholder meeting to
approve the merger transaction is scheduled for September 19, 2017, and shareholders have been mailed the related proxy statement/prospectus.
The Company expects to complete the merger of ASB Bancorp into First Bancorp and Asheville Savings Bank, SSB into First Bank on
October 1, 2017.
Prior to the merger date, ASB Bancorp shareholders
will be mailed an election form with instructions and a deadline for electing their desired mix of cash and stock according to
the terms of the merger.
Asheville Savings Bank, SSB, will continue
to operate as Asheville Savings Bank after the merger until the data processing system conversion, which the Company currently
expects will occur in March 2018.
Item 9.01 – Financial Statements and Exhibits
Exhibit 99(a) – News Release dated
August 14, 2017.
Disclosures About Forward Looking Statements
This press release contains forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform
Act of 1995, which statements are inherently subject to risks and uncertainties. Forward-looking statements are statements that
include projections, predictions, expectations or beliefs about future events or results or otherwise are not statements of historical
fact. Such statements are often characterized by the use of qualifying words (and their derivatives) such as “expect,”
“believe,” “estimate,” “plan,” “project,” “anticipate,” or other statements
concerning opinions or judgments of the Company and its management about future events. Factors that could influence the accuracy
of such forward-looking statements include, but are not limited to, the financial success or changing strategies of the Company’s
customers, the Company’s level of success in integrating acquisitions, actions of government regulators, the level of market
interest rates, and general economic conditions. For additional information about the factors that could affect the matters discussed
in this paragraph, see the “Risk Factors” section of the Company’s most recent annual report on Form 10-K available
at www.sec
.gov
. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation
to update or revise forward-looking statements. The Company is also not responsible for changes made to the press release by wire
services, internet services or other media.
2
Additional Information About
the Proposed Transaction WITH ASB Bancorp and Where to Find It
This communication includes statements made
in respect of the proposed transaction involving First Bancorp and ASB Bancorp, Inc. (“ASB Bancorp”). This
material is not a substitute for the proxy statement/prospectus or any other documents which First Bancorp and ASB Bancorp may
send to their respective shareholders 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 transaction,
First Bancorp has filed with the SEC a Registration Statement on Form S-4 that includes a proxy statement of ASB Bancorp and a
prospectus of First Bancorp, as well as other relevant documents concerning the proposed transaction. Investors and
security holders are also urged to carefully review and consider each of First Bancorp’s and ASB Bancorp’s public filings
with the SEC, including but not limited to their Annual Reports on Form 10-K, their proxy statements, their Current Reports on
Form 8-K and their Quarterly Reports on Form 10-Q. BEFORE MAKING ANY INVESTMENT DECISIONS, INVESTORS AND SHAREHOLDERS OF ASB BANCORP
ARE URGED TO CAREFULLY READ THE ENTIRE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED MERGER AND
ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain a free copy of the proxy
statement/prospectus and other filings containing information about First Bancorp and ASB Bancorp at the SEC’s website at
www.sec.gov. Investors and security holders may also obtain free copies of the documents filed with the Securities and Exchange
Commission by First Bancorp on its website at http://www.localfirstbank.com and by ASB Bancorp on its website at http://www.ashevillesavingsbank.com.
Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
|
|
|
First Bancorp
|
|
|
|
|
|
|
|
|
|
August 14, 2017
|
|
By:
|
|
/s/ Richard H. Moore
|
|
|
|
|
|
|
Richard H. Moore
|
|
|
|
|
|
|
Chief Executive Officer
|
3
Asb Bancorp, Inc. (NASDAQ:ASBB)
Historical Stock Chart
From Jun 2024 to Jul 2024
Asb Bancorp, Inc. (NASDAQ:ASBB)
Historical Stock Chart
From Jul 2023 to Jul 2024