ST. PETERSBURG, Fla.,
Jan. 21, 2016 /PRNewswire/ -- C1
Financial, Inc. (NYSE: BNK) ("C1"), announced today that it has
scheduled a special meeting of shareholders for the purpose of
approving a proposal to adopt the previously announced Agreement
and Plan of Merger dated as of November 9,
2015, by and among Bank of the Ozarks, Inc. ("Ozarks") and
its wholly-owned bank subsidiary, Bank of the Ozarks, and C1 and
C1's wholly-owned bank subsidiary, C1 Bank, and the transactions
contemplated by such agreement, including the merger of C1 with and
into Ozarks. The special meeting is scheduled to be held on
Thursday, March 3, 2016 at
9:00 a.m., local time, at C1's
offices located at 100 5th Street South, St. Petersburg, Florida 33701.
C1 shareholders of record as of the close of business on
January 29, 2016 will be entitled to
notice of, and to vote at, the special meeting. Completion of the
merger remains subject to approval by C1's shareholders and
satisfaction or waiver of the other remaining closing
conditions.
ABOUT C1 FINANCIAL, INC.
C1 Financial is based in St.
Petersburg, Florida and operates 32 banking centers and one
loan production office on the west coast of Florida and in Miami-Dade, Broward and Orange Counties. As of September 30, 2015, C1 was the 17th largest bank
headquartered in the state of Florida by assets and the 16th largest by
equity, having grown both organically and through acquisitions.
Additional information is available at www.c1bank.com.
ADDITIONAL INFORMATION
This communication is being made in respect of the proposed
merger transaction involving Bank of the Ozarks, Inc. ("OZRK") and
C1 Financial, Inc. ("C1"). 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. OZRK and C1
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 OZRK and C1 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 OZRK's
website at http://www.bankozarks.com under the Investor Relations
tab (in the case of documents filed by OZRK) and on C1's website at
https://www.c1bank.com (in the case of documents filed by C1).
OZRK and C1, 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 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 and its proxy statement for its 2015 annual meeting of
shareholders, which was filed with the SEC on March 25, 2015. 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. 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 OZRK and C1 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 OZRK and C1, 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 OZRK and C1. 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 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, or described in C1'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.
OZRK and C1 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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SOURCE C1 Financial, Inc.
