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8-K - 8-K - Carolina Trust BancShares, Inc. | form8k.htm |
Exhibit 99.1
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FOR IMMEDIATE RELEASE
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CONTACTS:
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Carolina Trust BancShares, Inc.
Jerry L. Ocheltree
(704) 735-1104
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Clover Community Bankshares, Inc.
Gwen Thompson
(803) 222-7660
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Carolina Trust BancShares and Clover Community Announce
Shareholder Approvals for Merger
LINCOLNTON, N.C. AND CLOVER, S.C., December 13, 2018 (GLOBE NEWSWIRE) – Carolina Trust BancShares, Inc. (“Carolina Trust”) (NASDAQ: CART), the parent company of Carolina Trust Bank, and Clover Community Bankshares, Inc. (“Clover”), parent company of Clover Community Bank, jointly announced today the receipt of required shareholder approvals to consummate their previously announced merger. At separate shareholders’ meetings held on December 12, 2018, each parent company’s respective shareholders approved the merger agreement and the transactions contemplated thereby, including the merger of Clover with and into Carolina Trust.
The merger, which has received all required regulatory approvals, is expected to close on January 1, 2019, subject to satisfaction of other customary closing conditions.
Under the terms of the approved merger agreement, each share of Clover common stock and preferred stock will be exchanged, at the election of each Clover shareholder, for either 2.7181 shares of Carolina Trust common stock or $22.00 in cash, subject to customary proration procedures that will result in an aggregate 80% stock/20% cash consideration mix. Assuming closing of the merger on January 1, 2019, Clover shareholders should expect to receive election forms and customary transmittal materials in mid-January 2019.
About Clover Community Bankshares, Inc.
Clover is a registered bank holding company headquartered in Clover, SC, and is the parent company for Clover Community
Bank. Clover Community Bank is a South Carolina-chartered bank that was formed in 1987 in response to the area’s need for a locally owned and operated community bank. Clover Community Bank operates two full-service branches in Clover and Lake
Wylie, SC.
Additional Information About the Merger and Where to Find It
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities of Carolina
Trust or Clover. In connection with the proposed merger of Clover with and into Carolina Trust, Carolina Trust has filed with the Securities and Exchange Commission, or SEC, a Registration Statement on Form S-4 that includes a Joint Proxy Statement
of Carolina Trust and Clover and a Prospectus of Carolina Trust, as well as other relevant documents concerning the proposed merger.
SHAREHOLDERS OF Carolina Trust AND CLOVER ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED MERGER AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.
The Joint Proxy Statement/Prospectus and other relevant materials, and any other documents that Carolina Trust has filed with the SEC, may be obtained free of charge at the SEC’s internet site, http://www.sec.gov. Copies of the documents that Carolina Trust has filed with the SEC may also be obtained, free of charge, by directing a written request to Carolina Trust, 901 East Main Street, Lincolnton, NC 28092, Attn: Edwin Laws, Chief Financial Officer, or by accessing these documents at the Company’s website: www.carolinatrust.com.
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