City Holding Company and Classic Bancshares, Inc. Announce Satisfaction of Condition in Merger Agreement
19 Janeiro 2005 - 8:05PM
PR Newswire (US)
City Holding Company and Classic Bancshares, Inc. Announce
Satisfaction of Condition in Merger Agreement CHARLESTON, W.Va.,
Jan. 19 /PRNewswire-FirstCall/ -- City Holding Company (Cross
Lanes, West Virginia) (NASDAQ:CHCO) and Classic Bancshares, Inc.
(Ashland, Kentucky) (NASDAQ:CLAS) announced today that a condition
in their previously announced agreement relating to the merger of
Classic with and into City Holding has been satisfied so that the
merger consideration payable for each share of Classic common stock
will be 0.9624 shares of City common stock and $11.08 in cash,
subject to the other terms and conditions of the agreement. As
previously announced, the merger agreement provided that Classic
would sell or have repaid a $4 million performing commercial loan
prior to the closing date for the merger. If the loan were sold or
repaid for less than its legal balance, shareholders of Classic
would have received a proportionate reduction in the $11.08 cash
portion of the merger consideration. On January 19, 2005, the full
legal balance of the loan was repaid to Classic, satisfying the
condition in the agreement and fixing the $11.08 in cash (along
with the 0.9624 shares of City common stock) that each Classic
shareholder is to receive for each Classic share in the merger,
subject to the other terms and conditions of the agreement.
Statements contained in this press release that are not historical
facts may constitute forward-looking statements (within the meaning
of Section 21E of the Securities Exchange Act of 1934, as amended),
which involve significant risks and uncertainties. The companies
intend such forward-looking statements to be covered in the Private
Securities Litigation Reform Act of 1995, and are including this
statement for purposes of invoking these safe harbor provisions.
The companies' ability to predict results or the actual effect of
future plans or strategies is inherently uncertain and involves a
number of risks and uncertainties, some of which have been set
forth in the companies' most recent annual reports on Form 10-K or
Form 10-KSB, which disclosures are incorporated by reference
herein. The fact that there are various risks and uncertainties
should be considered in evaluating forward-looking statements and
undue reliance should not be placed on such statements. City will
be filing a Registration Statement on Form S-4 concerning the
merger with the Securities and Exchange Commission ("SEC"), which
will include a proxy statement/prospectus that will be mailed to
Classic's shareholders. WE URGE INVESTORS TO READ THESE DOCUMENTS
BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors will be able
to obtain the documents free of charge, when filed, at the SEC's
website, http://www.sec.gov/ . In addition, documents filed with
the SEC by City will be available free of charge from the Secretary
of City at 25 Gatewater Road, Cross Lanes, West Virginia 25313,
telephone (304) 769-1112. Documents filed with the SEC by Classic
will be available free of charge from the Secretary of Classic at
344 17th Street, P.O. Box 1527, Ashland, Kentucky, 41105, telephone
(606) 326-2800. CLASSIC shareholders SHOULD READ THE PROXY
STATEMENT/PROSPECTUS CAREFULLY BEFORE MAKING A DECISION CONCERNING
THE MERGER. Copies of all recent proxy statements and annual
reports are also available free of charge from the respective
companies by contacting the company secretary. Classic and its
directors and executive officers may be deemed to be participants
in the solicitation of proxies to approve the merger. INFORMATION
ABOUT THE PARTICIPANTS MAY BE OBTAINED THROUGH THE SEC'S WEBSITE
FROM THE DEFINITIVE PROXY STATEMENT FILED WITH THE SEC ON JULY 22,
2004, WITH RESPECT TO CLASSIC. Additional information regarding the
interests of the participants may be obtained by reading the proxy
statement/prospectus regarding the merger when it becomes
available. DATASOURCE: Classic Bancshares, Inc. CONTACT: Gerald R.
Francis, Chairman, President and CEO of City Holding Company,
+1-304-769-1101; or David B. Barbour, President and CEO of Classic
Bancshares, Inc., +1-606-326-2828 Web site:
http://www.bank-anywhere.com/
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