Notice no one posts on the TOWN message board ... while MNRK always shows something. That's because all the TOWN customers and shareholders are old people ... really old and senile! They have some money, but they are all retired. In the meantime, MNRK has all the young, working people with energy, and a brighter future. It would be like Facebook (MNRK) selling itself to Reader's Digest (TOWN)! MNRK shouldn't have rushed into the deal without strategizing more. Dumb!
Looks like they hit the print button and printed out their standard form.
More Q & A from the proxy you might have missed:
Q. So how are those synergies going to help the HBKS shareholders that were already cashed out?
A. Our shareholders are morons ... they don't understand anyway.
Q: Why is the CEO getting that huge severance payment like he's terminated if he's going to continue working for SBS at $250,000 per year ... that doesn't sound like unemployment?
A: Shhhh ... we would rather not highlight that.
If the meeting date is extended and then a new record date is set, you are going to get stuck with the bill ... that's the big tax bill on the lowball buyout!
Q: What happens if the merger is not approved?
A: Wait another year, and HBKS will probably be bought out by someone like BB&T for closer to $30 in a tax-free deal. I mean ... look at Monarch with the old "Heritage boys" ... they just got about twice book value for their ... um ... well-managed bank (LOL).
Q: And why are we selling now for $21.05 cash?
A: Actually, since it now seems pretty clear no one is voting for the buyout ... ahem, we mean "merger" ... it looks like we're not really doing that after all. Sorry we bothered you.
Remember, if you already voted "yes," it's very easy to change by telephone or Internet voting.
Q: What are the tax consequences to me ... aren't most mergers tax-free?
A: Yes, they are, but this is a buyout. You will get out your checkbook and write a huge check to the IRS. Unfortunately, except for calling the buyout a "merger," we can't really sugarcoat that. Hopefully, you won't notice until April 15th ... when it's too late!
Q: What are these appraisal rights I see ... that protects the shareholders, correct?
A: No, not really, we have to include those because the law says so. In reality, they are worthless ... good luck on that!
I don't know, but trading looks strange ... so it could happen. If TOWN is paying 1.92 book, there is some room for someone to come in a little higher. Could be speculation another bid is pending.
I think franchises are hard to sell without regional/national advertising to offer - that's a big part of what franchisers offer. Like BWLD ... it's one big ad machine.
Yes, stores are crowded, so kick the lookers out. Nice! That sounds very bullish!
I'm sure some hedge funds are encouraging them to try it before interest rates increase. Share repurchases could help, since there are less shares to buy. This is the best chance they will have for a long time to come. Once rates increase, odds aren't so high.
Margins and profits will increase!
Bank stocks already worth a lot more ... vote "no" on the low-ball buyout!
Nothing so ridiculous since Bank of Hampton Roads raised "debt equity." What a joke!
"While current market price was a factor in the board’s price setting determination, we noted that our shares are thinly traded and trades can artificially influence our share price in any one day. One of the most significant of the above factors was our negotiations with investors in the Private Placement. These were arms-length negotiations with independent, third parties that we believe provided definitive evidence of what a willing buyer is prepared to pay for our shares based on that buyer’s evaluation of the Company."
Elderly HBKS shareholders missing chance for stock for stock tax-free deal ... plus stepped up basis on death!
In cash, they would need about $30 for this stock! At $21.05, vote no!
Save over $21,500,000:
Taxes not paid: $8M (assuming $10 basis)
CEO severance not paid: $2M+
Tax-free profit on stock-for-stock merger next time: $11.5M (assuming $5 price improvement)