QCR Holdings, Inc. Announces Receipt of Guaranty Federal Bancshares, Inc. Shareholder Approval and Election Deadline
22 Marzo 2022 - 9:05PM
QCR Holdings, Inc. (NASDAQ: QCRH) (“QCR Holdings”) today announced
that, at a special meeting called on March 21, 2022, the
stockholders of Guaranty Federal Bancshares, Inc. (“Guaranty”) have
approved the previously announced acquisition of Guaranty by QCR
Holdings through the merger of Guaranty with and into QCR Holdings
(the “Merger”), pursuant to the terms of the Agreement and Plan of
Merger, dated November 9, 2021, between QCR Holdings and Guaranty
(the “Agreement”).
Under the terms of the Agreement, stockholders of Guaranty will
have the right to receive for each share of Guaranty common stock
owned, at the election of each stockholder, and subject
to proration: (i) $30.50 in cash, (ii) 0.58775 shares of QCR
Holdings common stock, or (iii) mixed consideration of $6.10 in
cash and 0.4702 shares of QCR Holdings common stock, with total
consideration to consist of 80% stock and 20% cash. Guaranty’s
stockholders shall have until 5:00 p.m., Central Time, on March 25,
2022 (the “Election Deadline”) to elect the form of consideration
they wish to receive for their shares of Guaranty common stock in
connection with the Merger. The Election Deadline may be extended,
in which case QCR Holdings and Guaranty will issue a press release
announcing the new election deadline.“We are pleased to have
reached this significant milestone toward the closing of this
transaction,” said Larry Helling, QCR Holdings Chief Executive
Officer. “This combination will enhance our market position in
Southwest Missouri, and we are excited to continue delivering
exceptional service to our new and existing clients in the
region.”
About QCR Holdings, Inc.QCR Holdings, Inc.,
headquartered in Moline, Illinois, is a relationship-driven,
multi-bank holding company serving the Quad Cities, Cedar Rapids,
Cedar Valley, Des Moines/Ankeny and Springfield communities through
its wholly-owned subsidiary banks. The banks provide full-service
commercial and consumer banking and trust and wealth management
services. Quad City Bank & Trust Company, based in Bettendorf,
Iowa, commenced operations in 1994, Cedar Rapids Bank & Trust
Company, based in Cedar Rapids, Iowa, commenced operations in 2001,
Community State Bank, based in Ankeny, Iowa, was acquired by the
Company in 2016, and Springfield First Community Bank, based in
Springfield, Missouri, was acquired by the Company in 2018.
Additionally, the Company serves the Waterloo/Cedar Falls, Iowa
community through Community Bank & Trust, a division of Cedar
Rapids Bank & Trust Company. Quad City Bank & Trust Company
offers equipment loans and leases to businesses through its
wholly-owned subsidiary, m2 Equipment Finance, LLC, based in
Milwaukee, Wisconsin, and also provides correspondent banking
services. The Company has 24 locations in Iowa, Missouri, Wisconsin
and Illinois. As of December 31, 2021, the Company had
approximately $6.1 billion in assets, $4.7 billion in loans and
$4.9 billion in deposits. For additional information, please visit
the Company’s website at www.qcrh.com.
Special Note Concerning Forward-Looking
Statements This document may contain forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995 with respect to the financial condition, results
of operations, plans, objectives, future performance and business
of QCR Holdings and Guaranty Federal
Bancshares. Forward-looking statements, which may be based
upon beliefs, expectations and assumptions of QCR Holdings’ and
Guaranty’s management and on information currently available to
management, are generally identifiable by the use of words such as
“believe,” “expect,” “anticipate,” “plan,” “intend,” “estimate,”
“may,” “will,” “would,” “could,” “should” or other similar
expressions. Additionally, all statements in this document,
including forward-looking statements, speak only as of the date
they are made, and neither QCR Holdings nor Guaranty Federal
Bancshares undertakes any obligation to update any statement in
light of new information or future events. A number of factors,
many of which are beyond the ability of QCR Holdings and Guaranty
to control or predict, could cause actual results to differ
materially from those in any forward-looking statements. These
factors include, among others, the following: (i) the
possibility that any of the anticipated benefits of the proposed
transaction between QCR Holdings and Guaranty will not be realized
or will not be realized within the expected time period;
(ii) the risk that integration of operations of Guaranty, QCR
Holdings and their respective bank subsidiaries will be materially
delayed or will be more costly or difficult than expected;
(iii) the inability to complete the proposed transaction due
to litigation related to the proposed transaction; (iv) the
failure to satisfy other conditions to completion of the proposed
transaction; (v) the failure of the proposed transaction to
close for any other reason; (vi) the effect of the
announcement of the transaction on customer relationships and
operating results and potential litigation related to the
transaction; (vii) the possibility that the transaction may be
more expensive to complete than anticipated, including as a result
of unexpected factors or events; (viii) the strength of the
local, state, national and international economies;
(ix) changes in state and federal laws, regulations and
governmental policies concerning QCR Holdings’ and Guaranty’s
general businesses; (x) changes in interest rates and
prepayment rates of QCR Holdings’ and Guaranty’s assets (including
the impact of LIBOR phase-out); (xi) increased competition in
the financial services sector and the inability to attract new
customers; (xii) changes in technology and the ability to
develop and maintain secure and reliable electronic systems;
(xiii) the loss of key executives or employees;
(xiv) changes in consumer spending; (xv) diversion of
management’s attention from ongoing business operations and
opportunities due to the proposed merger; (xvi) unexpected
outcomes of existing or new litigation involving QCR Holdings or
Guaranty; (xvii) the economic impact of any future terrorist
threats or attacks, widespread disease or pandemics (including the
COVID-19 pandemic in the United States), acts of war or threats
thereof and other adverse external events that could cause economic
deterioration or instability in credit markets, and the response of
the local, state and national governments to any such adverse
events; (xviii) the economic impact of exceptional weather
occurrences such as tornadoes, hurricanes, floods, and blizzards;
and (xix) changes in accounting policies and practices. These
risks and uncertainties should be considered in evaluating
forward-looking statements and undue reliance should not be placed
on such statements. Additional information concerning QCR Holdings,
Guaranty and their businesses, including additional factors that
could materially affect QCR Holdings' and Guaranty’s financial
results, are included in QCR Holdings' and Guaranty filings with
the Securities and Exchange Commission (the "SEC").
Additional InformationQCR Holdings has
filed a registration statement on Form S-4 with the SEC
in connection with the proposed transaction. The registration
statement includes a proxy statement of Guaranty that also
constitutes a prospectus of QCR Holdings, which was sent to the
stockholders of Guaranty. Guaranty’s stockholders are advised to
read the proxy statement/prospectus because it contains important
information about QCR Holdings, Guaranty and the proposed
transaction. This document and other documents relating to the
proposed transaction filed by QCR Holdings and Guaranty can be
obtained free of charge from the SEC’s website at www.sec.gov.
These documents also can be obtained free of charge by accessing
QCR Holdings’ website at www.qcrh.com under the tab “Investors
Relations” and then under “SEC Filings or by accessing Guaranty’s
website at investors.gbankmo.com under the tab "Investor Menu" and
then under "SEC Filings.” Alternatively, these documents can be
obtained free of charge from QCR Holdings upon written request to
QCR Holdings, Inc., Attention: Corporate Secretary, 3551 7th
Street, Moline, Illinois 61265 or by calling (319) 743-7006, or
from Guaranty, upon written request to Guaranty Federal Bancshares,
Inc., Attention: Ms. Vicki Lindsay, Corporate Secretary, 2144 S.
Republic Road, Suite F200, Springfield, Missouri 65804.This
document shall not constitute an offer to sell or the solicitation
of an offer to sell or the solicitation of an offer to buy any
securities, 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. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933,
as amended.
Contacts:
Todd Gipple PresidentChief
Operating OfficerChief Financial Officer(309)
743.7745tgipple@qcrh.com |
Kim GarrettVice
PresidentCorporate CommunicationsInvestor Relations Manager(319)
743.7006kgarrett@qcrh.com |
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