Evans Bancorp, Inc. ("Evans") (NYSE American: EVBN) announced the final results of the election made by the former stockholders of FSB Bancorp, Inc. ("FSB") regarding the form of merger consideration to be received in exchange for their shares of common stock, par value $0.01, of FSB ("FSB Common Stock") in connection with the completed acquisition of FSB by Evans pursuant to the Agreement and Plan of Merger, dated December 19, 2019, as amended on March 5, 2020, by and among Evans, MMS Merger Sub, Inc., a wholly-owned subsidiary of Evans, and FSB (the "Merger Agreement").
Under the terms of the Merger Agreement, FSB stockholders were entitled to receive, at the election of the holder, for each share of FSB Common Stock either (i) $17.80 in cash or (ii) 0.4394 shares of common stock, par value $0.50, of Evans ("Evans Common Stock"), subject to the allocation and proration procedures contained in the Merger Agreement.
The final results of the elections made by former FSB stockholders are as follows:
Holders of 1,719,025 shares of FSB Common Stock, or approximately 89.36% of the outstanding FSB Common Stock as of immediately prior to the closing of the merger, made valid elections to receive cash only ("Cash Election Shares").
Holders of 38,213 shares of FSB Common Stock, or approximately 2.00% of the outstanding FSB Common Stock as of immediately prior to the closing of the merger, made valid elections to receive Evans Common Stock only ("Stock Election Shares").
Holders of 166,488 shares of FSB Common Stock, or approximately 8.65% of the outstanding FSB Common Stock as of immediately prior to the closing of the merger, did not make an election or were deemed not to have made a valid election ("No Election Shares").
Based on the final election results and the terms of the Merger Agreement:
for each Stock Election Share, former FSB stockholders received 0.4394 shares of Evans Common Stock;
for each No Election Share, former FSB stockholders received 0.4394 shares of Evans Common Stock; and
for each Cash Election Share, former FSB stockholders received approximately 55.95% of their consideration in cash ($17.80 per share) and the remainder in Evans Common Stock (0.4394 shares of Evans Common Stock per share).
No fractional shares of Evans Common Stock were issued and former FSB stockholders received cash in lieu of fractional shares.
About Evans Bancorp, Inc.
Evans Bancorp, Inc. is a financial holding company and the parent company of Evans Bank, N.A., a commercial bank with $1.5 billion in assets and $1.3 billion in deposits at March 31, 2020. Evans is a full-service community bank, with 15 financial centers providing comprehensive financial services to consumer, business and municipal customers throughout Western New York. Evans Insurance Agency, a wholly owned subsidiary, provides life insurance, employee benefits, and property and casualty insurance through ten offices in the Western New York region. Evans Investment Services provides non-deposit investment products, such as annuities and mutual funds.
This news release may contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risks and uncertainties. When used in this news release, or in the documents incorporated by reference herein, the words "will," "anticipate," "believe," "estimate," "expect," "intend," "may," "plan," "seek," "look to," "goal," "target" and similar expressions identify such forward-looking statements. These forward-looking statements include, without limitation, statements relating to the impact Evans expect the merger to have on the combined entities operations, financial condition, and financial results, and Evans’ expectations about its ability to successfully integrate the acquired business and the amount of cost savings and other benefits Evans expects to realize as a result of the merger. These forward-looking statements are based largely on the expectations of Evans’ management and are subject to a number of risks and uncertainties, including, but not limited to, the risk that the businesses of Evans and FSB will not be integrated successfully, the possibility that the cost savings and any synergies or other anticipated benefits from the merger may not be fully realized or may take longer to realize than expected, disruption from the merger making it more difficult to maintain relationships with employees, customers or other parties with whom Evans has business relationships, diversion of management time on merger-related issues, risks relating to the potential dilutive effect of the shares of Evans common stock to be issued in the merger, the reaction to the merger of the companies’ customers, employees and counterparties and other factors, many of which are beyond the control of Evans. We refer you to the additional risk factors that could cause results to differ materially from those described above contained in the Annual Report on Form 10-K filed by Evans for the year ended December 31, 2019, the Annual Report on Form 10-K filed by FSB for the year ended December 31, 2019 and any updates to those risk factors set forth in Evans’ and FSB’s Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings, which have been filed by Evans and FSB with the Securities and Exchange Commission (the "SEC") and are available on the SEC’s website at www.sec.gov. Because of these and other uncertainties, actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. All forward-looking statements, expressed or implied, included herein are expressly qualified in their entirety by the cautionary statements contained or referred to herein. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date on which they are made. Evans does not undertake any obligation, and specifically declines any obligation, to publicly update or revise forward-looking information, whether as a result of new, updated information, future events or otherwise, except to the extent required by law.
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John B. Connerton
Executive Vice President and Chief Financial Officer
Kathleen Rizzo Young
Public & Community Relations Manager
Deborah K. Pawlowski
Kei Advisors LLC