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Item 9.01
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Financial Statements and Exhibits
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Number
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Description
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99.1
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Letter to ASB Bancorp, Inc. shareholders dated August 24, 2017.
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FORWARD-LOOKING STATEMENTS
This Current Report contains certain forward looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995 giving ASB Bancorp’s (the “Company”)
and First Bancorp’s (“FBNC”) expectations or predictions of future financial or business performance or conditions.
Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,”
“intend,” “target,” “estimate,” “continue,” “positions,” “prospects”
or “potential,” by future conditional verbs such as “will,” “would,” “should,”
“could” or “may”, or by variations of such words or by similar expressions. Such forward-looking statements
include, but are not limited to, statements about the benefits of the combination of the Company and FBNC, including future financial
and operating results, expected cost savings, expected impact on future earnings, the combined company’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 the Company’s
and FBNC’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 merger, including
approval by the Company’s shareholders, on the expected terms and schedule; delay in closing the merger; difficulties and
delays in integrating the Company and FBNC 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 companies’ 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 communication is being made in respect of the proposed
transaction involving the Company and FBNC. This material is not a solicitation of any vote or approval of the Company’s
shareholders and is not a substitute for the proxy statement/prospectus or any other documents which the Company and FBNC may send
in connection with the 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, FBNC has filed
with the SEC a Registration Statement on Form S-4 that includes a proxy statement of the Company and a prospectus of FBNC, as
well as other relevant documents concerning the proposed transaction. The proxy statement/prospectus was first mailed to the Company’s
shareholders on or about August 4, 2017. Investors and security holders are also urged to carefully review and consider each of
the Company’s and FBNC’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 VOTING
OR INVESTMENT DECISIONS, INVESTORS AND SHAREHOLDERS OF THE COMPANY 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 WHEN THEY BECOME
AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION. Investors and shareholders may obtain a free copy of the proxy statement/prospectus and other filings
containing information about the Company and FBNC at the SEC’s website at
www.sec.gov
. Investors and shareholders
may also obtain free copies of the documents filed with the SEC by the Company on its website at
www.ashevillesavingsbank.com
and by FBNC on its website at
http://www.localfirstbank.com
The Company, FBNC and certain of their respective directors
and executive officers, under the SEC’s rules, may be deemed to be participants in the solicitation of proxies of the Company’s
shareholders in connection with the proposed transaction. Information about the directors and executive officers of the Company
and their ownership of the Company’s common stock is set forth in the proxy statement for the Company’s 2017 Annual
Meeting of Shareholders, as filed with the SEC on Schedule 14A on April 5, 2017. Information about the directors and executive
officers of FBNC and their ownership of FBNC common stock is set forth in the proxy statement for FBNC’s 2017 Annual Meeting
of Shareholders, as filed with the SEC on Schedule 14A on March 27, 2017. 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. Free copies of this document may be obtained as described in the preceding paragraph.