Item 8.01. Other Events.
On
Additional Information and Where to Find It
In connection with the Business Combination, among the Company, CCNB, New CCNB
and the other parties to the Business Combination Agreement, New CCNB has filed
a registration statement on Form S-4 (File No. 333-262203) (as may be amended
from time to time, the "Registration Statement") that includes a preliminary
proxy statement of CCNB and a preliminary prospectus of New CCNB, and after the
Registration Statement is declared effective, CCNB will mail a definitive proxy
statement/prospectus relating to the Business Combination to CCNB's
shareholders. The Registration Statement, including the proxy
statement/prospectus contained therein, when declared effective by the
When available, the definitive proxy statement/prospectus and other relevant
materials for the Business Combination will be mailed to CCNB shareholders as of
a record date to be established for voting on the Business Combination.
Shareholders will also be able to obtain copies of the preliminary proxy
statement/prospectus, the definitive proxy statement/prospectus and other
documents filed or that will be filed with the
Participants in the Solicitation
CCNB, the Company and their respective directors and officers may be deemed
participants in the solicitation of proxies of CCNB shareholders in connection
with the Business Combination. CCNB shareholders and other interested persons
may obtain, without charge, more detailed information regarding the directors
and officers of CCNB and a description of their interests in CCNB is contained
in CCNB's final prospectus related to its initial public offering, dated
2
Forward Looking Statements
This report may contain a number of "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include information concerning CCNB's or the Company's possible or assumed future results of operations, business strategies, debt levels, competitive position, industry environment, potential growth opportunities and the effects of regulation, including whether the Business Combination will generate returns for shareholders. These forward-looking statements are based on CCNB's or the Company's management's current expectations, estimates, projections and beliefs, as well as a number of assumptions concerning future events. When used in this report, the words "estimates," "projected," "expects," "anticipates," "forecasts," "plans," "intends," "believes," "seeks," "may," "will," "should," "future," "propose" and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements.
These forward-looking statements are not guarantees of future performance,
conditions or results, and involve a number of known and unknown risks,
uncertainties, assumptions and other important factors, many of which are
outside the Company's or CCNB's management's control, that could cause actual
results to differ materially from the results discussed in the forward-looking
statements. These risks, uncertainties, assumptions and other important factors
include, but are not limited to: (a) the occurrence of any event, change or
other circumstances that could give rise to the termination of negotiations and
any subsequent definitive agreements with respect to the Business Combination;
(b) the outcome of any legal proceedings that may be instituted against CCNB,
the combined company or others following the announcement of the Business
Combination and any definitive agreements with respect thereto; (c) the
inability to complete the Business Combination due to the failure to obtain
approval of the shareholders of CCNB, to obtain financing to complete the
Business Combination or to satisfy other conditions to closing; (d) changes to
the proposed structure of the Business Combination that may be required or
appropriate as a result of applicable laws or regulations or as a condition to
obtaining regulatory approval of the Business Combination; (e) the ability to
meet the applicable stock exchange listing standards following the consummation
of the Business Combination; (f) the inability to complete the private placement
transactions contemplated by the Business Combination Agreement and related
agreements and the transactions contemplated by the forward purchase agreement
or backstop agreement or close the sale of the forward purchase securities or
backstop securities, as applicable; (g) the risk that the Business Combination
disrupts current plans and operations of the Company or its subsidiaries as a
result of the announcement and consummation of the transactions described
herein; (h) the ability to recognize the anticipated benefits of the Business
Combination, which may be affected by, among other things, competition, the
ability of the combined company to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain its management and key
employees; (i) costs related to the Business Combination; (j) changes in
applicable laws or regulations, including legal or regulatory developments (such
as the
Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company and CCNB assume no obligation and, except as required by law, do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither the Company nor CCNB gives any assurance that either the Company or CCNB will achieve its expectations.
Disclaimer
This report relates to a proposed business combination between the Company and CCNB. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
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