Item 9.01 Financial Statements and Exhibits
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Exhibit 2.1
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Agreement and Plan of Merger, dated as of October 19, 2017, by and among IBKC, IBERIABANK and Gibraltar.*
* The schedules have been omitted
pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the SEC upon request.
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Exhibit 99.1
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Press Release dated October 19, 2017, announcing the Agreement and Plan of Merger by and among IBKC, IBERIABANK and Gibraltarfurnished pursuant to Item 7.01 as part of this Current Report on Form 8-K and is not to be
deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section.
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Exhibit 99.2
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Supplemental Information dated October 19, 2017, regarding the Agreement and Plan of Merger by and among IBKC, IBERIABANK and Gibraltarfurnished pursuant to Item 7.01 as part of this Current Report on Form 8-K and is not to be
deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section.
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Caution About Forward-Looking Statements
To the extent that statements in this Current Report relate to future plans, projections, objectives, financial results or performance of IBKC,
these statements are deemed to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements, which are based on managements current information, estimates and assumptions and the
current economic environment, are generally identified by the use of the words plan, believe, expect, intend, anticipate, estimate, project or similar expressions.
In addition, such forward-looking statements include statements about the projected impact and benefits of the transaction involving IBKC and Gibraltar, including future financial and operating results, IBKCs plans, objectives, expectations
and intentions, and other statements that are not historical facts, along with certain financial metrics and assumptions about future performance, including GAAP EPS accretion, tangible book value per share earn-back period and dilution, internal
rate of return, synergy assumptions, estimated future pre-tax expenses, sizing of equity issuances, purchase accounting, tax rate, intangibles, pro forma capital ratios and pro forma balance sheet and income statement. IBKCs actual strategies,
results and financial condition in future periods may differ materially from those currently expected due to various risks and uncertainties. Forward looking statements are subject to numerous assumptions, risks and uncertainties that change over
time and could cause actual results or financial condition to differ materially from those expressed in or implied by such statements. Consequently, no forward-looking statement can be guaranteed. Except to the extent required by applicable law or
regulation, IBKC undertakes no obligation to revise or update publicly any forward-looking statement for any reason.
In addition to the
factors previously disclosed in IBKCs filings with the SEC, the following factors, among others, could cause actual results to differ materially from forward looking statements or historical performance: the possibility that regulatory and
other approvals and conditions to the transaction are not received or satisfied on a timely basis or at all; the possibility that modifications to the terms of the transaction may be required in order to obtain or satisfy such approvals or
conditions; changes in the anticipated timing for closing the transaction; difficulties and delays in integrating IBKCs and Gibraltars businesses or fully realizing projected cost savings and other projected benefits of the transaction;
business disruption during the pendency of or following the transaction; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; diversion of management time on transaction-related issues; reputational
risks and the reaction of customers and counterparties to the transaction; and changes in asset quality and credit risk as a result of the transaction.
Annualized, pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual
results.
Important Additional Information and Where to Find It
This communication is being made in respect of the proposed merger transaction involving IBKC, IBERIABANK and Gibraltar. In connection with the
proposed merger, IBKC intends to file a registration statement on Form S-4 with the SEC, which will include a proxy statement of Gibraltar and a prospectus of IBKC. IBKC also plans to file other documents regarding the proposed merger transaction
with the SEC. A definitive proxy statement/prospectus will also be sent to Gibraltars shareholders seeking any required shareholder approval. 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.
Before making any voting or investment decision, investors and securityholders of Gibraltar are urged to carefully read the entire registration statement and proxy statement/prospectus, when
they become available, and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important information about the proposed transaction.
These documents, as well as
other filings containing information about IBKC and Gibraltar, will be available without charge at the SECs website at http://www.sec.gov. Alternatively, these documents, when available, can be obtained without charge from IBKCs website
at http://www.iberiabank.com.
IBKC and Gibraltar, and certain of their respective directors, executive officers and other members of
management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of Gibraltar in respect of the proposed merger transaction. Information regarding the directors and executive officers of IBKC is
contained in IBKCs Annual Report on Form 10-K for the year ended December 31, 2016 and its Proxy Statement on Schedule 14A, as filed with the SEC on April 7, 2017. Information regarding the directors and executive officers of
Gibraltar who may be deemed participants in the solicitation of the shareholders of Gibraltar in connection with the proposed transaction will be included in the proxy statement/prospectus for Gibraltars special meeting of shareholders, which
will be filed by IBKC 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 registration statement and the proxy
statement/prospectus when they become available. Free copies of these documents may be obtained as described in the preceding paragraph.