Filed by C1 Financial, Inc.
Pursuant to Rule 425 of the Securities
Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: C1 Financial, Inc.
(Commission File No.: 001-36595)
On January 28, 2016, C1 Financial, Inc. (“C1 Financial”)
issued a press release announcing the results of C1 Financial for the quarter ended December 31, 2015. The full text of the press
release was furnished as Exhibit 99.1 to a Current Report on Form 8-K on January 28, 2016. The portions of the press release
that relate to the proposed merger between C1 Financial, Bank of the Ozarks, Inc., Bank of the Ozarks and C1 Bank, are furnished
below.
“On November 9, 2015, C1 Financial and its wholly
owned bank subsidiary, C1 Bank, entered into a definitive agreement and plan of merger (“Agreement”) with Bank of the
Ozarks, Inc. (“OZRK”) and its wholly owned bank subsidiary, Bank of the Ozarks (“Ozarks Bank”), whereby,
subject to the terms and conditions of the Agreement, OZRK will acquire C1 Financial and C1 Bank in an all-stock transaction valued
at approximately $402.5 million, or approximately $25.00 per share of C1 Financial common stock, subject to potential adjustments
as described in the Agreement. Upon the closing of the transaction, C1 Financial will merge into OZRK and C1 Bank will merge into
Ozarks Bank, with each of OZRK and Ozarks Bank to continue as the surviving entity, respectively. Completion of the transaction
is subject to certain closing conditions, including customary regulatory approvals and approval by C1 Financial shareholders and
are described in the Agreement. Although there can be no assurance, the transaction is expected to close in the first half of 2016.”
“Net
income for 4Q15 included after-tax merger related expenses of $2.6 million incurred pursuant to the Agreement with OZRK and $100
thousand income tax expense related to BOLI policies surrendered in 2015.”
“Noninterest
expense totaled $15.7 million in 4Q15, $3.7 million more when compared to 3Q15. The increase was primarily due to higher salaries
and employee benefits of $1.2 million (mainly driven by bonus expense) and pre-tax merger related expenses of $2.6 million pursuant
to the Agreement with OZRK.
Our
income tax expense was $2.6 million for 4Q15 and $3.2 million for 3Q15. The effective tax rate for 4Q15 was 64.9%, which reflected
nondeductible merger related expenses relating to the Agreement with OZRK and $100 thousand income tax expense related to BOLI
policies surrendered during 2015. The effective tax rate for 3Q15 was 39.3%.”
“Our
efficiency ratio was 80.7% in 4Q15, higher than the 59.4% in 3Q15 primarily due to the increase in noninterest expenses (mainly
driven by merger related expense).”
ADDITIONAL INFORMATION
This communication is being
made in respect of the proposed merger transaction involving C1 Financial, Inc. (“C1”) and Bank of the Ozarks, Inc.
(“OZRK”). This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities
or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
In connection with the proposed merger, OZRK has filed with the Securities and Exchange Commission (“SEC”) a registration
statement on Form S-4 (Registration Statement No. 333-208877) that includes a prospectus of the Company and a proxy statement
of C1. C1 and OZRK also plan to file other documents with the SEC regarding the proposed merger transaction and a definitive proxy
statement/prospectus will be mailed to shareholders of C1. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED
TO READ THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The proxy
statement/prospectus, as well as other filings containing information about C1 and OZRK will be available without charge, at the
SEC’s Internet site (http://www.sec.gov). Copies of the proxy statement/prospectus
and the filings with the SEC that will be incorporated by reference in the proxy statement/prospectus can also be obtained, when
available, without charge, from C1’s website at https://www.c1bank.com (in the case
of documents filed by C1) and on OZRK’s website at http://www.bankozarks.com under
the Investor Relations tab (in the case of documents filed by OZRK).
C1 and OZRK, and certain of
their respective directors, executive officers and other members of management and employees may be deemed to be participants in
the solicitation of proxies from the shareholders of C1 in respect of the proposed merger transaction. Certain information
about the directors and executive officers of C1 is set forth in its Annual Report on Form 10-K for the year ended December 31,
2014, which was filed with the SEC on February 20, 2015, its proxy statement for its 2015 annual meeting of shareholders, which
was filed with the SEC on March 10, 2015, and its Current Reports on Form 8-K, which were filed with the SEC on July 1, 2015 and
September 14, 2015. Certain information about the directors and executive officers of OZRK is set forth in its Annual Report
on Form 10-K for the year ended December 31, 2014, which was filed with the SEC on February 27, 2015 its proxy statement for
its 2015 annual meeting of shareholders, which was filed with the SEC on March 25, 2015, and its Current Report on Form 8-K, which
was filed with the SEC on January 15, 2016. Other information regarding the participants in the proxy solicitations and a description
of their direct and indirect interests, by security holdings or otherwise, will be included in the proxy statement/prospectus and
other relevant documents filed with the SEC when they become available.
CAUTION ABOUT FORWARD-LOOKING STATEMENTS
This communication contains certain forward-looking
information about C1 and OZRK that is intended to be covered by the safe harbor for “forward-looking statements” provided
by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking
statements. In some cases, you can identify forward-looking statements by words such as “may,” “hope,”
“will,” “should,” “expect,” “plan,” “anticipate,” “intend,”
“believe,” “estimate,” “predict,” “potential,” “continue,” “could,”
“future” or the negative of those terms or other words of similar meaning. These forward-looking statements include,
without limitation, statements relating to the terms and closing of the proposed transaction between C1 and OZRK, the proposed
impact of the merger on OZRK’s financial results, including any expected increase in OZRK’s book value and tangible
book value per common share and any expected increase in diluted earnings per common share, acceptance by C1’s customers
of OZRK’s products and services, the opportunities to enhance market share in certain markets, market acceptance of OZRK
generally in new markets, and the integration of C1’s operations. You should carefully read forward-looking statements, including
statements that contain these words, because they discuss the future expectations or state other “forward-looking”
information about C1 and OZRK. A number of important factors could cause actual results or events to differ materially from those
indicated by such forward-looking statements, many of which are beyond the parties’ control, including the parties’
ability to consummate the transaction or satisfy the conditions to the completion of the transaction, including the receipt of
shareholder approval, the receipt of regulatory approvals required for the transaction on the terms expected or on the anticipated
schedule; the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatments of
the transaction; the possibility that any of the anticipated benefits of the proposed merger will not be realized or will not be
realized within the expected time period; the risk that integration of C1’s operations with those of OZRK will be materially
delayed or will be more costly or difficult than expected; the failure of the proposed merger to close for any other reason; the
effect of the announcement of the merger on customer relationships and operating results (including, without limitation, difficulties
in maintaining relationships with employees or customers); dilution caused by OZRK’s issuance of additional shares of its
common stock in connection with the merger; the possibility that the merger may be more expensive to complete than anticipated,
including as a result of unexpected factors or events; the diversion of management time on transaction related issues; general
competitive, economic, political and market conditions and fluctuations; changes in the regulatory environment; changes in the
economy affecting real estate values; C1’s ability to achieve loan and deposit growth; projected population and income growth
in C1’s targeted market areas; volatility and direction of market interest rates and a weakening of the economy which could
materially impact credit quality trends and the ability to generate loans; and the other factors described in described in C1’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and its most recent Quarterly Report on Form 10-Q filed
with the SEC or OZRK’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and in its most recent Quarterly
Report on Form 10-Q filed with the SEC. C1 and OZRK assume no obligation to update the information in this communication, except
as otherwise required by law. Readers are cautioned not to place undue reliance on these forward-looking statements, all of which
speak only as of the date hereof.
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