Atlantic Capital and First Security Shareholders Approve Merger
22 Octubre 2015 - 4:23PM
Business Wire
On October 21, 2015, shareholders of Atlantic Capital
Bancshares, Inc. (“Atlantic Capital”) and First Security Group,
Inc. (NASDAQ: FSGI) (“First Security” ) each approved the
previously announced merger of First Security with and into
Atlantic Capital. The merger has also received the required state
and federal regulatory approvals. The merger is expected to close
on October 31, 2015, and Atlantic Capital common stock is expected
to begin trading on The NASDAQ Stock Market, under the ticker
symbol “ACBI,” on November 2, 2015.
About Atlantic Capital Bancshares, Inc.
Atlanta-based Atlantic Capital has $1.3 billion in assets and
serves privately held small and mid-size companies,
not-for-profits, and developers of industrial, office, multi-family
and retail commercial properties. Founded in 2007, the company is
headquartered at 3280 Peachtree Road, Atlanta, Georgia.
About First Security Group, Inc.
First Security Group is a bank holding company headquartered in
Chattanooga, Tennessee, with $1.1 billion in assets. Founded in
1999, First Security’s community bank subsidiary, FSGBank, has 26
full-service banking offices in east and middle Tennessee and north
Georgia. FSGBank provides retail and small business banking
services, trust and investment management, mortgage banking,
financial planning, and internet banking (www.fsgbank.com).
“Safe Harbor” Statement Under the Private Securities
Litigation Reform Act of 1995:
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, which Congress passed in an effort to encourage companies to
provide information about their anticipated future financial
performance. This act protects a company from unwarranted
litigation if actual results are different from management
expectations. This press release reflects the current views and
estimates of future economic circumstances, industry conditions,
company performance, and financial results of the management of
Atlantic Capital and First Security. These forward-looking
statements are subject to a number of factors and uncertainties
which could cause Atlantic Capital’s, First Security’s or the
combined company’s actual results and experience to differ from the
anticipated results and expectations expressed in such
forward-looking statements, and such differences may be material.
Forward-looking statements speak only as of the date they are made
and neither Atlantic Capital nor First Security assumes any duty to
update forward-looking statements. In addition to factors
previously disclosed in First Security’s reports filed with the SEC
and those identified elsewhere in this press release, these
forward-looking statements include, but are not limited to,
statements about (i) the expected benefits of the transaction
between Atlantic Capital and First Security and between Atlantic
Capital Bank and FSGBank, including future financial and operating
results, cost savings, enhanced revenues and the expected market
position of the combined company that may be realized from the
transaction, and (ii) Atlantic Capital’s and First Security’s
plans, objectives, expectations and intentions and other statements
contained in this press release that are not historical facts.
Other statements identified by words such as “expects,”
“anticipates,” “intends,” “plans,” “believes,” “seeks,”
“estimates,” “targets,” "will," “projects” or words of similar
meaning generally are intended to identify forward-looking
statements. These statements are based upon the current beliefs and
expectations of Atlantic Capital’s and First Security’s management
and are inherently subject to significant business, economic and
competitive risks and uncertainties, many of which are beyond their
respective control. In addition, these forward-looking statements
are subject to assumptions with respect to future business
strategies and decisions that are subject to change. Actual results
may differ from those indicated or implied in the forward-looking
statements and such differences may be material.
The following risks, among others, could cause actual results to
differ materially from the anticipated results or other
expectations expressed in the forward-looking statements: (1) the
businesses of Atlantic Capital and First Security may not integrate
successfully or the integration may be more difficult,
time-consuming or costly than expected; (2) the expected growth
opportunities and cost savings from the transaction may not be
fully realized or may take longer to realize than expected; (3)
revenues following the transaction may be lower than expected as a
result of losses of customers or other reasons, including issues
arising in connection with integration of the two banks; (4)
deposit attrition, operating costs, customer loss and business
disruption following the transaction, including difficulties in
maintaining relationships with employees, may be greater than
expected; (5) reputational risks and the reaction of the companies’
customers to the transaction; (6) diversion of management time on
merger related issues; (7) changes in asset quality and credit
risk; (8) the cost and availability of capital; (9) customer
acceptance of the combined company’s products and services; (10)
customer borrowing, repayment, investment and deposit practices;
(11) the introduction, withdrawal, success and timing of business
initiatives; (12) the impact, extent, and timing of technological
changes; (13) severe catastrophic events in our geographic area;
(14) a weakening of the economies in which the combined company
will conduct operations may adversely affect its operating results;
(15) the U.S. legal and regulatory framework, including those
associated with the Dodd Frank Wall Street Reform and Consumer
Protection Act, could adversely affect the operating results of the
combined company; (16) the interest rate environment may compress
margins and adversely affect net interest income; and (17)
competition from other financial services companies in the
companies’ markets could adversely affect operations. Additional
factors that could cause Atlantic Capital’s results to differ
materially from those described in the forward-looking statements
can be found in Atlantic Capital’s reports (such as Annual Reports
on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K) filed with the SEC and available at the SEC’s website
(www.sec.gov). All subsequent written and oral forward-looking
statements concerning Atlantic Capital, First Security or the
proposed merger or other matters and attributable to Atlantic
Capital, First Security or any person acting on either of their
behalf are expressly qualified in their entirety by the cautionary
statements above. Atlantic Capital does not undertake any
obligation to update any forward-looking statement, whether written
or oral, to reflect circumstances or events that occur after the
date the forward-looking statements are made.
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version on businesswire.com: http://www.businesswire.com/news/home/20151022006675/en/
Atlantic CapitalAnita Hill, 404-995-6050Corporate
Communicationsanita.hill@atlcapbank.comorFirst SecurityJohn R.
Haddock, 423-308-2075EVP & CFOjhaddock@fsgbank.com
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