United Community Banks, Inc. announces shareholder merger election results
August 18, 2015
BLAIRSVILLE, GA – United Community Banks, Inc. (NASDAQ:UCBI) (“United”) announced the approval of the merger and the results of the elections made by the shareholders of Palmetto Bancshares, Inc. (NASDAQ:PLMT) (“Palmetto”), as to the form of merger consideration they wish to receive in connection with the merger of Palmetto with and into United.
Under the terms of the merger agreement between United and Palmetto, Palmetto shareholders will have the right to receive $19.25 in cash or 0.97 shares of United common stock, or any combination thereof, for each of the 12,813,358 shares of Palmetto common stock outstanding. The cash and stock elections are subject to proration to ensure that 30% of the outstanding shares of Palmetto common stock will be exchanged for cash and 70% of the outstanding shares of Palmetto common stock will be exchanged for shares of United common stock in the merger.
Based on currently available information, the merger consideration election results were as follows:
- 12,071,103 outstanding shares of Palmetto’s common stock, or 94.21% of such stock, elected to receive stock consideration;
- 309,022 outstanding shares of Palmetto’s common stock, or 2.41% of such stock, elected to receive cash consideration; and
- 433,233 outstanding shares of Palmetto’s common stock, or 3.38% of such stock, failed to make a valid election.
Based on such results, because the stock option was oversubscribed, the consideration to be received by the holders who elected stock is expected to be prorated pursuant to the terms set forth in the merger agreement. The final allocation of merger consideration will be calculated in accordance with the terms of the merger agreement.
The parties expect to close the transaction on September 1, 2015, subject to customary conditions.
