AmeriServ Financial Reaches Cooperation Agreement with Significant Shareholder SB Value Partners, L.P.
Under the Cooperation Agreement the Company, including members of AmeriServ’s senior management and other designated members of the Company’s Board of Directors (the “Board”), and SBV will regularly consult regarding the Company’s financial performance metrics, business development and other similar matters. In addition, the Company and SBV will actively engage in substantive collaborative discussions designed to promote performance improvement and enhance the Company’s value, subject in all events to input from and approval by the Board.
“We are pleased to have reached this Cooperation Agreement with SBV and appreciate the constructive dialogue we have had with them,” said
“Our 30 years of community banking experience lead us to believe that AmeriServ is a unique combination of niche businesses, significant bank assets and large Wealth Management AUM (Assets Under Management),” said
Pursuant to the Cooperation Agreement, SBV has agreed to vote its shares of Common Stock in favor of all of the Board’s nominees and support all of the Board’s recommended proposals at each annual or special meeting of shareholders of the Company held during the term of the Cooperation Agreement (subject to exceptions with respect to proposals that could reasonably be expected to result in an extraordinary transaction described in the Cooperation Agreement). SBV has also agreed to customary standstill, voting and other provisions. The complete Cooperation Agreement between the Company and SBV will be included on the Company’s Current Report on Form 8-K filed with the
About
About
Important Additional Information
The Company intends to file a proxy statement and a GOLD proxy card with the
Participant Information
The Company, its directors and certain of its executive officers (as set forth below) are or may be deemed to be “participants” (as defined in Section 14(a) of the Securities Exchange Act of 1934, as amended) in the solicitation of proxies from the Company’s shareholders in connection with the matters to be considered at the Annual Meeting. Information about the compensation of our named executive officers and our non-employee directors is set forth in the sections entitled “Executive Compensation” and “Compensation of Directors” in the Company’s Annual Report on Form 10-K for the year ended
Certain Executive Officers(1) |
||||||
|
Ownership |
Date of Filing |
|
Filing Type |
Hyperlink |
|
|
|
35,332 |
|
|
Form 10-K |
https://www.sec.gov/ix?doc=/Archives/edgar/data/707605/000155837024004100/asrv-20231231x10k.htm |
(1) The business address for each of the “participants” set forth in the tables above is c/o
(2) Includes 23,897 shares of the Company’s common stock held in a voting trust for the benefit of Mr. Adams’ parents, of which
(3) Includes 67,390 shares of the Company’s common stock held by
(4) Includes 287,150 shares of the Company’s common stock held by
Forward-Looking Statements
This press release contains forward-looking statements as defined in the Securities Exchange Act of 1934 and is subject to the safe harbors created therein. Such statements are not historical facts and include expressions about management’s confidence and strategies and management’s current views and expectations about new and existing programs and products, relationships, opportunities, technology, market conditions, dividend program, and future payment obligations. These statements may be identified by such forward-looking terminology as “continuing,” “expect,” “look,” “believe,” “anticipate,” “may,” “will,” “should,” “projects,” “strategy,” or similar statements. Actual results may differ materially from such forward- looking statements, and no reliance should be placed on any forward-looking statement. Factors that may cause results to differ materially from such forward-looking statements include, but are not limited to, unanticipated changes in the financial markets, the level of inflation, and the direction of interest rates; volatility in earnings due to certain financial assets and liabilities held at fair value; competition levels; loan and investment prepayments differing from our assumptions; insufficient allowance for credit losses; a higher level of loan charge-offs and delinquencies than anticipated; material adverse changes in our operations or earnings; a decline in the economy in our market areas; changes in relationships with major customers; changes in effective income tax rates; higher or lower cash flow levels than anticipated; inability to hire or retain qualified employees; a decline in the levels of deposits or loss of alternate funding sources; a decrease in loan origination volume or an inability to close loans currently in the pipeline; changes in laws and regulations; adoption, interpretation and implementation of accounting pronouncements; ability to successfully execute the Earnings Improvement Program and achieve the anticipated benefits in the amounts and at times estimated; operational risks, including the risk of fraud by employees, customers or outsiders; unanticipated effects to our banking platform; expense and reputational impact on the Company as a result of litigation and other expenses related to the continuing activities of an activist shareholder; and the inability to successfully implement or expand new lines of business or new products and services. These forward-looking statements involve risks and uncertainties that could cause AmeriServ’s results to differ materially from management’s current expectations. Such risks and uncertainties are detailed in AmeriServ’s filings with the
View source version on businesswire.com: https://www.businesswire.com/news/home/20240422894863/en/
jgermani@longacresquare.com / arabinovich@longacresquare.com
Source: