AmeriServ Financial Announces Court Denial of Driver’s Request for Injunctive Relief
23 May 2023 - 10:30PM
Business Wire
Court Finds Driver is Unlikely to Prevail on
the Merits of its Claims
Company to Hold Annual Meeting on May 26,
2023 and Urges Shareholders to Support Strategic Direction by
Voting for AmeriServ’s Director Candidates
AmeriServ Financial, Inc. (“AmeriServ” or the "Company")
(NASDAQ: ASRV) today announced that the United States District
Court for the Western District of Pennsylvania (the “Court”) has
denied Driver Opportunity Partners I LP’s (“Driver”) motion for a
preliminary injunction to delay the Company’s 2023 Annual Meeting
of Shareholders (the “Annual Meeting”). The Annual Meeting will
take place as scheduled on May 26, 2023.
In March 2023, AmeriServ announced that its Board of Directors
(the “Board”) had determined that Driver’s purported nomination
notice was invalid due to material defects and failure to comply
with the Company’s bylaws. Driver subsequently filed a legal action
with the Court. In its opinion issued this week, the Court stated
that “Driver has failed to meet its burden to demonstrate it is
likely to prevail on the merits of its claims […]” The Court also
declared that “Driver’s inability to have its director nominees
considered for election at the 2023 Annual Meeting is entirely a
result of its own failures, not as a result of AmeriServ’s
conduct.”
AmeriServ is represented in legal proceedings by Stevens &
Lee, P.C. and Vinson & Elkins L.L.P.
THE BOARD RECOMMENDS SHAREHOLDERS VOTE
“FOR ALL” OF AMERISERV’S NOMINEES
(RICHARD “RICK” W. BLOOMINGDALE, DAVID J. HICKTON AND DANIEL A.
ONORATO) BY USING THE COMPANY’S GOLD PROXY CARD.
***
If you have any questions or require any assistance in voting
your shares, or if you would like additional copies of the proxy
materials, please contact our proxy solicitor:
Morrow Sodali LLC 509 Madison Avenue
Suite 1206 New York, NY 10022 Shareholders Call Toll Free: (800)
662-5200 Brokers, Banks, and Other Nominees Call Collect: (203)
658-9400 Email: ASRV@investor.morrowsodali.com
***
About AmeriServ Financial,
Inc.
AmeriServ Financial, Inc. is the parent of AmeriServ Financial
Bank and AmeriServ Trust and Financial Services Company in
Johnstown, Pennsylvania. The Company's subsidiaries provide
full-service banking and wealth management services through 17
community offices in southwestern Pennsylvania and Hagerstown,
Maryland. The Company also operates loan production offices in
Altoona and Monroeville, Pennsylvania. On March 31, 2023, AmeriServ
had total assets of $1.346 billion and a book value of $6.18 per
common share. For more information, visit www.ameriserv.com.
Forward Looking
Statements
This press release contains forward-looking statements as
defined in the Securities Exchange Act of 1934, as amended, and is
subject to the safe harbors created therein. Such statements are
not historical facts and include expressions about management's
confidence and strategies and management's current views and
expectations about new and existing programs and products,
relationships, opportunities, technology, market conditions,
dividend program, and future payment obligations. These statements
may be identified by such forward-looking terminology as
"continuing," "expect," "look," "believe," "anticipate," "may,"
"will," "should," "projects," "strategy," or similar statements.
Actual results may differ materially from such forward-looking
statements, and no reliance should be placed on any forward-looking
statement. Factors that may cause results to differ materially from
such forward-looking statements include, but are not limited to,
unanticipated changes in the financial markets, the level of
inflation, and the direction of interest rates; volatility in
earnings due to certain financial assets and liabilities held at
fair value; competition levels; loan and investment prepayments
differing from our assumptions; insufficient allowance for credit
losses; a higher level of loan charge-offs and delinquencies than
anticipated; material adverse changes in our operations or
earnings; a decline in the economy in our market areas; changes in
relationships with major customers; changes in effective income tax
rates; higher or lower cash flow levels than anticipated; inability
to hire or retain qualified employees; a decline in the levels of
deposits or loss of alternate funding sources; a decrease in loan
origination volume or an inability to close loans currently in the
pipeline; changes in laws and regulations; adoption, interpretation
and implementation of accounting pronouncements; operational risks,
including the risk of fraud by employees, customers or outsiders;
unanticipated effects of our banking platform; risks and
uncertainties relating to the duration of the COVID-19 pandemic,
and actions that may be taken by governmental authorities to
contain the pandemic or to treat its impact; expense and
reputational impact on the Company as a result of its ongoing proxy
contest and related litigation; and the inability to successfully
implement or expand new lines of business or new products and
services. These forward-looking statements involve risks and
uncertainties that could cause AmeriServ's results to differ
materially from management's current expectations. Such risks and
uncertainties are detailed in AmeriServ's filings with the U.S.
Securities and Exchange Commission (the “SEC”), including our
Annual Report on Form 10-K for the year ended December 31, 2022,
filed on March 27, 2023. Forward-looking statements are based on
the beliefs and assumptions of AmeriServ's management and on
currently available information. The statements in this press
release are made as of the date of this press release, even if
subsequently made available by AmeriServ on its website or
otherwise. AmeriServ undertakes no responsibility to publicly
update or revise any forward-looking statement.
Important Additional
Information
The Company, its directors, director nominees and certain of its
executive officers are participants in the solicitation of proxies
from the Company’s shareholders in connection with the Annual
Meeting. The Company filed its definitive proxy statement and a
GOLD proxy card with the SEC on April 26, 2023 in connection
with such solicitation of proxies from the Company’s shareholders.
SHAREHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ SUCH
PROXY STATEMENT, ACCOMPANYING GOLD
PROXY CARD AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND
IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING. The Company’s
definitive proxy statement for the Annual Meeting contains
information regarding the direct and indirect interests, by
security holdings or otherwise, of the Company’s directors,
director nominees and executive officers in the Company’s
securities. Information regarding subsequent changes to their
holdings of the Company’s securities can be found in the SEC
filings on Forms 3, 4, and 5, which are available on the Company’s
website at
http://investors.ameriserv.com/sec-filings/insider-filings or
through the SEC’s website at www.sec.gov. Information can also be
found in the Company’s Annual Report on Form 10-K for the year
ended December 31, 2022, filed on March 27, 2023. Shareholders will
be able to obtain the definitive proxy statement, any amendments or
supplements to the proxy statement and other documents filed by the
Company with the SEC at no charge at the SEC’s website at
www.sec.gov. Copies will also be available at no charge at the
Company’s website at
http://investors.ameriserv.com/sec-filings/documents.
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Longacre Square Partners Joe Germani / David Reingold
jgermani@longacresquare.com / dreingold@longacresquare.com
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