Filed by BNC Bancorp
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule
14a-12
under the Securities Exchange Act of 1934
Subject Company: BNC Bancorp
(Commission File
No. 000-50128)
Date: January 23, 2017
Email from Richard D. Callicutt II to Bank of North Carolina Employees:
This evening we announced our intent to merge with Nashville-based Pinnacle Financial Partners. Attached you will find the media release, an Employee Q&A
and a Customer Q&A.
I know this comes as a surprise to you, and Im sorry I could not share this with you sooner. As a public company, we had to
wait until we could make the information more widely available.
I imagine your number one question is
why?
Our company is one
of the fastest growing companies in America, with a high-performing stock and an excellent reputation for performance and customer service. For some time now, we have not only been a workplace of choice but a buyer of choice. We have
amassed a team of the best bankers in the Carolinas and Virginia.
As you know, there is increased regulation for banks over $10 billion, and with
that comes increased expense and risk. As we began to evaluate our options, we considered three choices: continue to acquire larger banks to warrant the higher regulation costs, slow our growth as we approach $10 billion, or combine our company
with another high-performing community bank. Honestly, the number of attractive acquisition targets for us was narrowing, and slowing down was not an option.
Pinnacles stated desire to be in our markets led to discussions about combining the two organizations. What we quickly discovered was that our banks
have much in common: a high rate of growth, a commitment to people and a culture driven by excellence. I know many of you are not familiar with Pinnacle.
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They are recognized as one of the best places to work in America
. Pinnacle has been ranked in the top 5 on both
American Banker
s Best Banks to Work For list and
Fortune
s list of Best
Small and Medium Workplaces in America.
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They are recognized nationally as one of the best bank brands.
Financial consulting and research firm Greenwich Associates honored Pinnacle with two national Best Brand awards in 2016one for
Ease of Doing Business and the other for Trust in small business banking. The awards, which signify how easy it is to work with Pinnacle and the trust clients place in the firm, are based on customer ratings.
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They have a track record for strong shareholder returns
. PNFPs stock is the second-highest performing bank stock since Pinnacles founding in 2000.
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The proposed merger will be an excellent opportunity for our continued growth, as well as a time of great change
for BNC. I strongly believe that we can accomplish more together than independently.
I know this will be a time of uncertainty. Over the past 10 years
our company has been through numerous integrations of other banks. We are good at change. Pinnacle has completed three successful bank integrations in the past 18 months. Im convinced Pinnacle is good at managing change, too. In addition, they
recognize our experience over the past 10 years of acquisitions and are hoping that we can combine our best practices to create one of the most successful integrations in banking history.
I want to take a moment to reassure you of my commitment to doing whats right for our team. I will continue to lead our markets. And we the
leadership of the combined company commit to:
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Treating all employees in each organization with honesty and respect.
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Communicating to employees as soon as decisions are finalized in an open, clear and concise manner.
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Creating avenues for easy,
two-way
communication.
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Attached you will
find FAQs on how the merger affects our employees, customers and shareholders. Ultimately, you may have questions that do not yet have answers. Please be patient as we work through the details of the merger. We will be hosting several town hall
meetings in an effort to answer any questions you have. Stay tuned!
[
Legends included in the original are excerpted at the end of this
filing
]
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Employee Questions & Answers:
1.
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What is the rationale for combining the two companies?
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We firmly believe that both BNC
and Pinnacle will grow faster and stronger together than either could independently. We view this merger as an opportunity to create an
even stronger bank
based on the shared values and service cultures of two complementary companies. We
believe the employees, customers and shareholders of each company will experience immediate value as well as significant long-term upside.
For Employees:
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Pinnacle believes that each market is best served by people who are local and understand the market. They are not a move over were driving kind of company. That means our leaders will continue to lead
our team in the Carolinas and Virginia while creating even greater opportunities for growth.
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I have been so proud of the company we have created and want it to continue. Like BNC, Pinnacle has an engaging work environment with a vision to be the best financial services firm and the best place to work in the
Southeast. Pinnacle has achieved recognition nationally through Great Places to Work and Best Banks to Work For awards.
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Pinnacle and BNC are both high-performing banks, and we believe we will gain even greater momentum together. As you know, being a part of one of the fastest growing and highest performing banks in the United States
creates a fun and exciting workplace.
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Since many Pinnacle and BNC employees are shareholders, we will benefit from the growth we anticipate this combination to bring.
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In addition, in the combined company, following the year of closing (unless the closing occurs in the first quarter of a year),
all
non-commissioned
associates will
participate in Pinnacles cash incentive plan, which Pinnacle believes is a key driver of the strong teamwork that has led to its rapid growth and success. Pinnacle paid $16.6 million in annual cash incentives to 1,107 associates for 2016.
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For BNC Customers:
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BNC employees will continue managing customer relationships in the combined company.
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Pinnacle has an unwavering focus on creating an excellent client experience.
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Financial consulting and research firm Greenwich Associates honored Pinnacle with two national Best Brand awards in 2016one for Ease of Doing Business and the other for Trust in
small business banking. The awards, which signify how easy it is to work with Pinnacle and the trust clients place in the company, are based on customer ratings.
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96 percent of Pinnacle clients rate the company recognizably better than competitors on internal surveys.
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Pinnacle will continue our focus on combining the spirit of a community bank with the sophisticated banking capabilities of a larger regional bank player.
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Increased capital and
in-house
lending limits opens the doors to even more middle-market commercial customers while offering expanded corporate and treasury management services to
businesses.
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BNC commercial real estate customers will benefit from Pinnacles ability to offer long-term,
non-recourse
commercial mortgages through our mortgage bankers and their
networks of agencies and insurance companies.
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The combined company will continue to expand on BNCs wealth management capabilities which include trust, brokerage, investment advisory services and insurance.
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For BNC Shareholders:
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PNFP is also publicly traded on the NASDAQ and has been the second-highest performing bank stock in the nation since inception in the fourth quarter of 2000.
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The combined company is expected to continue to provide an ongoing dividend stream. In January 2017, Pinnacles board declared a $0.14 per share cash dividend for the quarter.
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2.
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Whats the next step? When will the two companies combine?
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We anticipate closing
the merger in 3Q 2017, contingent on, among other things, regulatory approval and approval from Pinnacles and BNCs shareholders. That will technically complete the financial combination of the two companies.
Based on these projections, the system conversion would take place in 4Q 2017 or early 2018. It is at the time of the system conversion that
our brand, signage, etc. will become Pinnacles.
Until the merger is completed it will be business as usual and each company will
continue to operate as a separate, independent company.
3.
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Will there be any office closures?
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Our goal has always been to optimize our office
distribution so that our customers are well served. As you know, we have three offices currently under construction. We will open those offices as planned. In addition, we will continue to review our branch distribution and make decisions within our
market. We anticipate some office closures will occur as a result of our review.
4.
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How does this affect me and my job?
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Initially and until the transaction is closed which
is expected to occur in 3Q 2017, todays announcement will have limited impact on your current responsibilities, other than for those directly involved in the transition and integration efforts. In terms of our customers, it is business as
usual and we all need to stay focused on delivering excellent service and answering any customer questions or concerns.
Long term, our
employees will continue to be involved in managing customer relationships in the combined company. Customer-facing employees will continue to provide the service you always have.
The hardest part of my job today is to tell you that some positions will not be required after the merger is complete. As with any merger,
there will be displaced employees primarily in operations and administration.
5.
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When will we know which jobs will be eliminated?
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Pinnacle plans to notify, no later
than February 28, 2017, any BNC employee whose position will be impacted. It is not anticipated that any positions will be eliminated until after the merger is closed. In fact, most position eliminations will not occur until systems conversions
have taken place and stabilized in early 2018.
6.
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Will severance packages be available?
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At this time, severance/retention plans have not
been finalized. But in general, we believe that displaced associates will be eligible to receive severance pay equal to one month of base pay for every year of service at BNC (or bank acquired by BNC) with a maximum of six months base pay. In
addition, we are working on a retention bonus plan with Pinnacle that will serve both as a severance benefit to assist during a job transition period and as an incentive to stay and work effectively until the position is actually eliminated. Any
accrued but unused vacation will also be paid following employment termination.
Each employee will receive a communication regarding their specific retention amount no later
than February 28, 2017.
7.
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How does this affect my healthcare benefits?
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BNCs current plan will remain in
effect at least until the closing date. We are still working through details, but its possible our employees will commence participation in the Pinnacle plans on the closing date. If not, we would expect to transition to Pinnacles plans
in the year following the year of the closing.
There almost certainly will be some changes in the healthcare plan. The good news is we are
both on BlueCross BlueShield. We will work through all of the details over the next few months and keep you updated. Your expectation should be that you will continue to have a program that provides access to quality physicians and hospitals at a
fair and affordable price for you.
8.
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How does this impact BNCs bonus plan? When will we change to Pinnacles compensation model?
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Unless we close in the first quarter of a year, we will continue on the BNC compensation and incentive plans through the end of the year in
which the closing occurs. Employees who continue with the combined company will be eligible for bonus compensation under the Pinnacle plan for future fiscal years (and the year of closing, if the closing occurs in the first quarter of a year).
9.
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How does this impact my BNC stock or restricted shares?
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Any unvested shares you have
been awarded prior to December 31, 2016 will vest on the closing date. At that point, all shares of BNC stock, including vested restricted stock, held by associates will be converted into the merger consideration. A more detailed communication
about the treatment of BNC equity awards will be sent separately.
Grants given on or after December 31, 2016 are subject to vesting
schedules as outlined in the grant.
10.
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What is Pinnacles approach to compensation?
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Some important compensation
philosophies guide any modifications to compensation plans for BNCs employees who will continue with the combined company.
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All
non-commissioned
BNC employees will be included in Pinnacles annual cash incentive plan in 2018 if the merger is closed before the end of the first
quarter of 2018.
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All
employees will be included in Pinnacles equity-based compensation plan beginning in 2018. The value of the equity grants to Pinnacles associates since its inception in
October 2000 approximates $337.71 million as of December 31, 2016.
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Pinnacles commitment is to provide a salary administration program built on fairness.
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The primary focus of Pinnacle is to make sure what it pays associates is fair in relationship to job responsibilities, market comparisons and performance.
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Motivation to achieve superior results comes by linking an associates pay to his or her performance.
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Given the inclusion of all
non-commissioned
employees in Pinnacles annual cash incentive plan and
all employees in Pinnacles equity-based incentive plan, most employees are expected to have the opportunity for increased total compensation under the Pinnacle plan.
11.
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How does Pinnacles incentive plan work?
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Pinnacle has worked hard to build a
principle-centered company. Three very important values that influence all decisions, but that are particularly important in shaping Pinnacles incentive plan, are results, partnership and fairness. Heres how the plan works:
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Every
non-commissioned
employee is included in the incentive plan.
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Each employee is assigned an incentive tier, which is a percentage of their base salary.
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If the criticized and classified asset to capital ratio for the company is less than a predetermined target, then employees are eligible to receive their targeted incentive compensation. This ratio is used because it is
one of the best predictors of whether poor loans are being booked to escalate current earnings but could jeopardize the future earnings of the company. Like us, Pinnacle simply cannot afford poor loan quality.
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If the company hits its predetermined performance targets (which for 2017 were earnings per share and revenue targets), all employees who rate meets expectations or better on their performance review receive
their target award.
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If the company hits the BHAG (Big Hairy Audacious Goal) established at the beginning of the year, all employees would receive more than their target awards.
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If the company falls short of the performance targets, all employees would receive less than target awards.
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Should performance fail to achieve minimum targets, employees would receive no annual cash incentive.
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This incentive approach creates:
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Results
. Incentives are only paid if the company achieves the desired results.
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Balance
. Pinnacles incentive plan was designed from the beginning to balance the needs of the company with the needs of clients. There is no winning at the clients expense.
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Partnership
. There is no arguing about whose client it is. There is no arguing about who should get the commission. There is no arguing about who should take the
charge-off.
Everyone needs to get the fees and service charges collected.
No one gets paid unless everyone gets paid.
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Fairness
. We will only hit the very aggressive performance targets we set for ourselves if
everyone
gives 100%. Therefore, what could be more fair than including everyone in the incentive payout?
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12.
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What about my 401(k) plan?
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Pinnacles associates broadly participate in
Pinnacles 401(k) plan, which today is structured such that the employer matches
dollar-for-dollar
up to 4% of your contribution on a per pay period basis. This
means:
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If you contribute 4% of your salary per pay period, Pinnacle will match it at 4%.
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If you contribute 3% of your salary per pay period Pinnacle will match 3%.
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If you contribute 5% of your salary per pay period, Pinnacle will match 4%.
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If you do not contribute from your salary in a pay period, there will be no company match for that pay period.
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These matching contributions are fully vested from day one. The plan also offers a wide variety of investment options, including Roth IRA
and shares of Pinnacle stock.
Our HR team will work with Pinnacle over the next several months to communicate the transition to
Pinnacles plan. It is likely we will terminate our plan at the closing date and enroll associates in Pinnacles 401(k).
13.
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Will any of our titles change?
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Yes. While we dont yet know how, we do know that
Pinnacles titles are different. A few examples you will soon encounter include:
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Traditional Title
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Pinnacle Title
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Commercial Banker
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Financial Advisor
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Business Banker
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Financial Advisor
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Private Banker
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Financial Advisor
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Mortgage Loan Originator
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Mortgage Advisor
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Mortgage Closing Specialist
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Mortgage Advisor Assistant
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14.
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How will the companys leadership be affected by the merger?
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Key management
including Rick Callicutt, CEO and David Spencer, CFO will continue with the combined company with primary responsibility for the Carolinas and Virginia. We hope to retain key leaders in all BNC markets.
15.
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Will we convert BNCs operations to Pinnacles systems?
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We have reviewed the
system capabilities of the two companies. It is our intention to convert BNCs to Pinnacles systems in 4Q 2017 or early 2018, but until the merger is completed each company will continue to operate independently on its existing system.
16.
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Who from BNC will be involved in the integration planning?
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BNC CFO David Spencer and
Hugh Queener, Pinnacles Chief Administrative Officer, will work to determine who from BNC will need to be included on the integration team.
17.
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Do BNC and Pinnacle share the same credit discipline?
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Our credit disciplines are
extraordinarily similar. Both of our companies have very low net charge-offs and great credit metrics. Pinnacles basics for credit approval include:
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Signature system (personal accountabilities; no credit committee)
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Relatively low individual loan authorities
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Lender and supervisor can generally approve a $1 to $1.5 million
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Credit officer can combine to approve about $10 million
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An ability to get relatively large deals done quickly with local market lenders
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Speedy response to customers with the ability to finalize credit documentation quickly
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While we expect the integration of the two credit cultures to be relatively smooth, the combined
company can only have one method or process. Therefore, the process of converting to one operating standard will no doubt require some changes for BNC employees.
18.
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How do we respond to people in the community who are disappointed that we will no longer be BNC?
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Although we will lose the BNC identity, the core of what made this company what it is today will remain intact. We will continue to invest in
creating a great workplace and serving our customers with a commitment to excellence.
19.
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What is Pinnacles philosophy regarding community involvement and support?
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Each
year Pinnacle budgets for community contributions in each market based on asset size. Part of the integration process will be to look at what BNC is currently doing in community contributions. Pinnacles decision process starts with
asking associates to request contributions for causes they are involved in and support. These requests get priority consideration. In its overall giving, Pinnacle supports four major categories:
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Health & Human Services
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Pinnacle and BNC also share a commitment to the communities we serve
through our focus on providing affordable housing. Both firms have been recognized for their innovative programs to make affordable housing available to low and moderate income families.
We hope that you have found this information helpful. However, this communication is only a summary and does not create a contract or other
commitment with respect to your continued employment or compensation and benefits. If there is any conflict between this information and the official plan documents relating to any benefit plan referred to herein, the terms of the plan documents
will govern. Also, as always, BNC and Pinnacle reserve the right to interpret, modify or terminate its plans and policies at any time.
[
Legends included in the original are excerpted at the end of this filing
]
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Customer Questions & Answers:
On January 22, BNC announced our intent to merge with Nashville-based Pinnacle Financial Partners. You can read the full news release here. [link to
release]
What does this mean for me?
At this point
there is very little impact to you. You can continue using your BNC accounts and services as normal. Longer term, you will receive the same excellent service and commitment to community that youve come to expect from us. That means:
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BNC employees will continue to be involved in managing customer relationships in the combined company.
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Like us, Pinnacle focuses on delivering more for customers and creating an excellent experience. Financial consulting and research firm Greenwich Associates honored Pinnacle with two
national
Best
Brand awards in 2016one for Ease of Doing Business and the other for Trust in small business banking. The awards, which signify how easy it is to work with Pinnacle and the trust clients place in the company, are
based on customer ratings.
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We will continue our focus on combining the spirit of a community bank with the sophisticated banking capabilities of a larger regional bank player.
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Increased capital and
in-house
lending limits will allow us to better serve our commercial customers. In addition, Pinnacle offers a full suite of treasury management products
that we believe our commercial customers will find attractive.
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The combined company will continue to expand on BNCs wealth management capabilities, which include trust, brokerage, investment advisory services and insurance.
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Why is BNC merging with Pinnacle?
Because of our
financial strength and strong operating performance, we have had the luxury of considering many options for the future of our company. Pinnacles stated desire to be in our key markets led to discussions about combining the two organizations.
We quickly discovered that our companies have much in common: we are both high-performing banks, we share the same values, and we have strong service cultures. We strongly believe that by choosing this strategic option we can accomplish more, better
serve our customers and realize more value for our shareholders.
What will happen to the BNC leadership?
Key management, including CEO Rick Callicutt and CFO David Spencer, will continue with the combined company with primary responsibility for the Carolinas and
Virginia. We intend to retain key leaders in all BNC markets.
How can I learn more about Pinnacle?
Visit www.pnfp.com/about for more information on Pinnacle.
[
Legends included in the original are excerpted at the end of this filing
]
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Forward-Looking Statements
All statements, other than
statements of historical fact, included in this communication, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. The words expect, anticipate, intend, plan, believe, seek, estimate and similar expressions are intended to identify
such forward-looking statements, but other statements not based on historical information may also be considered forward-looking including statements about the benefits to Pinnacle Financial Partners, Inc. (
Pinnacle
) and BNC
Bancorp (
BNC
) of the proposed merger, Pinnacles and BNCs future financial and operating results (including the anticipated impact of the merger on Pinnacles and BNCs earnings and tangible book value) and
Pinnacles and BNCs plans, objectives and intentions. All forward-looking statements are subject to risks, uncertainties and other facts that may cause the actual results, performance or achievements of Pinnacle and BNC to differ
materially from any results expressed or implied by such forward-looking statements. Such factors include, among others, (1) the risk that the cost savings and any revenue synergies from the merger may not be realized or take longer than
anticipated to be realized, (2) disruption from the merger with customers, suppliers, employee or other business partners relationships, (3) the occurrence of any event, change or other circumstances that could give rise to the termination
of the merger agreement, (4) the risk of successful integration of the two companies businesses, (5) the failure to obtain the necessary approvals by Pinnacle and BNC shareholders, (6) the amount of the costs, fees, expenses and
charges related to the merger, (7) the ability to obtain required governmental approvals of the proposed merger, (8) reputational risk and the reaction of the parties customers, suppliers, employees or other business partners to the
merger, (9) the failure of the closing conditions to be satisfied, or any unexpected delay in closing the merger, (10) the risk that the integration of Pinnacles and BNCs operations will be materially delayed or will be more
costly or difficult than expected, (11) the possibility that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (12) the dilution caused by Pinnacles issuance of
additional shares of its common stock in the merger or related to the merger and (13) general competitive, economic, political and market conditions. Additional factors which could affect the forward looking statements can be found in
Pinnacles Annual Report on Form
10-K,
Quarterly Reports on Form
10-Q,
and Current Reports on Form
8-K,
or BNCs Annual
Report on Form
10-K,
Quarterly Reports on Form
10-Q,
and Current Reports on Form
8-K,
in each case filed with the SEC and
available on the SECs website at http://www.sec.gov. Pinnacle and BNC disclaim any obligation to update or revise any forward-looking statements contained in this communication, which speak only as of the date hereof, whether as a result of
new information, future events or otherwise.
Additional Information About the Proposed Transaction and Where to Find It
Investors and security holders are urged to carefully review and consider each of Pinnacles and BNCs 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.
The
documents filed by Pinnacle with the SEC may be obtained free of charge at Pinnacles website at www.pnfp.com, under the heading About Pinnacle and the subheading Investor
Relations, or at the SECs website at www.sec.gov. These documents may also be obtained free of charge from Pinnacle by requesting them in writing to Pinnacle Financial Partners, Inc., 150 Third Avenue South, Suite 900, Nashville,
Tennessee 37201, Attention: Investor Relations, or by telephone at (615)
744-3700.
The documents filed by BNC
with the SEC may be obtained free of charge at BNCs website at www.bncbanking.com under the Investor Relations section, or at the SECs website at www.sec.gov. These documents may also be obtained free of charge from BNC by
requesting them in writing to BNC Bancorp, 3980 Premier Drive, Suite 210, High Point, North Carolina 27265, Attention: Investor Relations, or by telephone at (336)
869-9200.
In connection with the proposed transaction, Pinnacle intends to file a registration statement on Form
S-4
with the
SEC which will include a joint proxy statement of BNC and Pinnacle and a prospectus of Pinnacle, and each party will file other documents regarding the proposed transaction with the SEC. Before making any voting or investment decision, investors and
security holders of BNC and Pinnacle are urged to carefully read the entire registration statement and joint proxy statement/prospectus, when they become available, as well as any amendments or supplements to these documents and any other relevant
documents filed with the SEC, because they will contain important information about the proposed transaction. A definitive joint proxy statement/prospectus will be sent to the shareholders of each institution seeking the required shareholder
approvals. Investors and security holders will be able to obtain the registration statement and the joint proxy statement/prospectus free of charge from the SECs website or from Pinnacle or BNC as described in the paragraphs above.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
Participants in the Solicitation
Pinnacle, BNC, and
certain of their directors and executive officers may be deemed participants in the solicitation of proxies from Pinnacles and BNCs shareholders in connection with the proposed transaction. Information about the directors and executive
officers of Pinnacle and their ownership of Pinnacle common stock is set forth in the definitive proxy statement for Pinnacles 2016 annual meeting of shareholders, as previously filed with the SEC on March 10, 2016, and other documents
subsequently filed by Pinnacle with the SEC. Information about the directors and executive officers of BNC and their ownership of BNC common stock is set forth in the definitive proxy statement for BNCs 2016 annual meeting of shareholders, as
previously filed with the SEC on April 6, 2016, and other documents subsequently filed by BNC with the SEC. Shareholders may obtain additional information regarding the interests of such participants by reading the registration statement and
the joint proxy statement/prospectus when they become available. Free copies of these documents may be obtained as described in the paragraphs above.
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