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EX-99.1 - EXHIBIT 99.1 - MERCHANTS BANCSHARES INCv408652_ex99-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

  

FORM 8-K

  CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report
(Date of Earliest Event Reported)
April 28, 2015

 

  

Merchants Bancshares, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

         
Delaware   0-11595   03-0287342

(State or other jurisdiction

of incorporation)

 

 

(Commission

File Number)

 

 

(IRS Employer

Identification Number)

 

 

275 Kennedy Drive

South Burlington, Vermont

  (802) 658-3400   05403
(Address of principal executive offices)  

(Registrant’s telephone number, including area code)

 

 

(Zip Code)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 

  

Item 7.01 Regulation FD Disclosure

 

A transcript of the conference call held on April 28, 2015, referred to under Item 8.01 of this Report, is furnished herewith as Exhibit 99.1 to this Report.

 

 

Item 8.01 Other Events

 

On April 28, 2015, management of Merchants Bancshares, Inc. (“Merchants” or the “Company”) held a conference call to discuss the Company’s results of operations for the quarter ended March 31, 2015 and the proposed acquisition of NUVO Bank & Trust Company (“NUVO”), both of which were previously announced in Current Reports on Form 8-K dated April 27, 2015 filed with the Securities and Exchange Commission (“SEC”).

 

Additional Information About the Pending Transaction

Neither this Report nor its exhibit constitutes an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities.

 

The proposed acquisition of NUVO by Merchants, which will be structured as a merger of NUVO with and into the Company’s wholly-owned subsidiary, Merchants Bank, will be submitted to the shareholders of NUVO for their consideration at a special meeting to be held later this year. Merchants will file with the SEC a Registration Statement on Form S-4 that will include a proxy statement of NUVO for the special meeting, which will also constitute a prospectus of Merchants. Investors and security holders are urged to read the registration statement and the proxy statement/prospectus regarding the proposed merger when it becomes available, as well as other documents filed with the SEC, because they will contain important information about the merger and the parties to the transaction. You may obtain a free copy of the proxy statement/prospectus (when available) and other related documents filed by Merchants with the SEC at the SEC’s website at www.sec.gov. You will also be able to obtain a free copy of the proxy statement/prospectus, as well as other filings containing information about Merchants on its website, at www.mbvt.com.

 

Copies of the proxy statement/prospectus can be obtained without charge, when available, by directing a request to Merchants Bancshares, Inc., 275 Kennedy Drive, P.O. Box 1009, South Burlington, VT 05402, or to NUVO Bank & Trust Company, 1500 Main Street, P.O. Box 15209, Springfield, Massachusetts 01115-5209.

 

Participants in the Transaction

Merchants Bancshares, Inc., Merchants Bank, NUVO Bank & Trust Company and their respective directors, executive officers and certain other members of management and employees may be deemed to be “participants” in the solicitation of proxies from the shareholders of NUVO in connection with the merger. Information about the directors and executive officers of NUVO and their ownership of NUVO common stock and other securities, and the interests of such participants in the proposed transaction, may be obtained by reading the proxy statement/prospectus when it becomes available.

 

 
 

  

Cautionary Note Regarding Forward-Looking Statements

This Report and its exhibit contain statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, and this Cautionary Note is included for purposes of complying with these safe harbor provisions. Readers should not place undue reliance on such forward-looking statements, which speak only as of the date made. These forward-looking statements are based on current plans and expectations, which are subject to a number of risk factors and uncertainties that could cause future results to differ materially from historical performance or future expectations. These differences may be the result of various factors, including, among others: (1) failure of the parties to satisfy the closing conditions in the Agreement in a timely manner or at all; (2) failure of the shareholders of NUVO to approve the merger agreement with Merchants; (3) failure to obtain required regulatory approvals for the merger; (4) disruptions to the parties’ businesses as a result of the announcement and pendency of the merger; (5) costs or difficulties related to the integration of the business following the merger; (6) changes in general, national or regional economic conditions; (7) the risk that the anticipated benefits and cost savings from the transaction may not be fully realized or may take longer than expected to realize; (8) changes in loan default and charge-off rates; (9) changes in interest rates or credit availability; (10) possible changes in regulation resulting from or relating to the pending financial reform legislation; (11) changes in levels of income and expense in non-interest income and expense related activities; and (12) competition and its effect on pricing, spending, third-party relationships and revenues. The foregoing list should not be construed as exhaustive, and Merchants and NUVO undertake no obligation to subsequently revise any forward-looking statements to reflect events or circumstances after the date of such statements, or to reflect the occurrence of anticipated or unanticipated events or circumstances.

 

For additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements, please refer to the filings by Merchants with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2014, which are available on the SEC’s website, at www.sec.gov, and to the proxy statement/prospectus when it becomes available.

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

The following exhibit is furnished with this Report:

 

Exhibit 99.1 – Transcript of conference call held on April 28, 2015.

 

 
 

  

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.

  

         
  MERCHANTS BANCSHARES, INC.  
       
  By:   /s/ Thomas J. Meshako  
  Name:   Thomas J. Meshako  
  Title:   Chief Financial Officer & Treasurer
Principal Accounting Officer
 
Date: April 28, 2015        

 

 
 

 

EXHIBIT INDEX

 

Exhibit

No.

 

Description

   
Exhibit 99.1 Transcript of conference call held on April 28, 2015