SANTA CLARA, Calif.,
April 27, 2021 /PRNewswire/
-- On April 27, 2021 Boston
Private Financial Holdings, Inc. ("Boston Private") (NASDAQ: BPFH)
adjourned its special meeting of shareholders until May 4, 2021 to solicit additional votes in
support of the merger between Boston Private and SVB Financial
Group ("SVB") (NASDAQ: SIVB). To provide clarity to Boston Private
shareholders, SVB is confirming it will not increase the purchase
price if Boston Private shareholders do not approve the transaction
at the adjourned meeting.
About SVB Financial Group
For more than 35 years, SVB Financial Group (NASDAQ:
SIVB) and its subsidiaries have helped innovative companies and
their investors move bold ideas forward, fast. SVB Financial
Group's businesses, including Silicon Valley Bank, offer
commercial and private banking, asset management, private wealth
management, brokerage and investment services and funds management
services to companies in the technology, life science and
healthcare, private equity and venture capital, and premium wine
industries. Headquartered in Santa Clara, California, SVB
Financial Group operates in centers of innovation around the
world. Learn more at svb.com.
SVB Financial Group is the holding company for all
business units and groups © 2021 SVB Financial Group. All
rights reserved. SVB, SVB FINANCIAL GROUP, SILICON VALLEY
BANK, MAKE NEXT HAPPEN NOW and the chevron device are trademarks
of SVB Financial Group, used under license. Silicon
Valley Bank is a member of the FDIC and
the Federal Reserve System. Silicon Valley Bank is
the California bank subsidiary of SVB Financial
Group. [SIVB-F]
Forward-Looking Statements
This communication contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995,
including but not limited to SVB Financial Group's ("SVB
Financial") and/or Boston Private's 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. 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 we assume no duty to update forward-looking
statements. Actual results may differ materially from current
projections. In addition to factors previously disclosed in
SVB Financial's and Boston Private's reports filed with the U.S.
Securities and Exchange Commission (the "SEC"), the following
factors, among others, could cause actual results to differ
materially from forward-looking statements or historical
performance: ability to obtain regulatory approvals and meet
other closing conditions to the merger, including approval by
Boston Private's shareholders on the expected terms and schedule;
delay in closing the merger; the outcome of any legal proceedings
that have been or may be instituted against SVB Financial or Boston
Private; the occurrence of any event, change or other circumstance
that could give rise to the right of one or both parties to
terminate the merger agreement providing for the merger;
difficulties and delays in integrating Boston Private's business or
fully realizing cost savings and other benefits; business
disruption following the merger; changes in asset quality and
credit risk; the inability to sustain revenue and earnings growth;
the inability to retain existing Boston Private clients; the
inability to retain Boston Private employees; changes in interest
rates and capital markets; inflation; customer borrowing,
repayment, investment and deposit practices; customer
disintermediation; 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 impact, extent and timing of
technological changes, capital management activities, and other
actions of the Federal Reserve Board and legislative and regulatory
actions and reforms; and the impact of the global COVID-19 pandemic
on SVB Financial's and/or Boston Private's businesses, the ability
to complete the proposed merger and/or any of the other foregoing
risks. Annualized, pro forma, projected and estimated numbers
are used for illustrative purpose only, are not forecasts and may
not reflect actual results.
Important Additional Information and Where to Find It
In connection with the proposed merger, SVB Financial has filed
with the SEC a registration statement on Form S-4 that includes the
proxy statement of Boston Private and a prospectus of SVB
Financial. The registration statement on Form S-4, as
amended, was declared effective by the SEC on March 17, 2021, and Boston Private commenced
mailing of the definitive proxy statement/prospectus to its
shareholders on or about March 19,
2021. This communication does not constitute an offer to sell
or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval, 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 any such jurisdiction. INVESTORS
AND SHAREHOLDERS OF BOSTON PRIVATE
ARE URGED TO READ THE REGISTRATION STATEMENT AND THE DEFINITIVE
PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN IMPORTANT
INFORMATION.
A free copy of the definitive proxy statement/prospectus, as
well as other filings containing information about SVB Financial
and Boston Private, may be obtained at the SEC's Internet site
(http://www.sec.gov). Copies of documents filed with the SEC
by SVB Financial will be made available free of charge on SVB
Financial's website at http://ir.svb.com or by contacting SVB
Financial's Investor Relations department at 408.654.7400; 3005
Tasman Drive, Santa Clara, CA
95054; or ir@svb.com. Copies of documents filed with the SEC
by Boston Private will be made available free of charge on Boston
Private's website at http://ir.bostonprivate.com or by contacting
Boston Private's Investor Relations department at 617.912.4386; 10
Post Office Square, Boston, MA
02109; or abromley@bostonprivate.com.
Participants in the Solicitation
SVB Financial, Boston Private and certain of their respective
directors and executive officers may be deemed to be participants
in the solicitation of proxies from the shareholders of Boston
Private in connection with the proposed merger. Information
about the directors and executive officers of SVB Financial is set
forth in the proxy statement for SVB Financial's 2021 Annual
Meeting of Stockholders, which was filed with the SEC on
March 4, 2021, and other documents
filed by SVB Financial with the SEC. Information about the
directors and executive officers of Boston Private is set forth in
Boston Private's Form 10-K for the year ended December 31, 2020, as amended, and other
documents filed by Boston Private with the SEC. 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 definitive proxy statement/prospectus
regarding the proposed merger. Free copies of this document
may be obtained as described in the preceding paragraph.
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SOURCE Silicon Valley Bank