M&A: CROSSFIRST BANKSHARES, INC.

Form Type: 8-K

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000155837024016448

Comments: On December 20, 2024, CrossFirst Bankshares, Inc. held a special meeting of stockholders to discuss the proposed merger with First Busey Corporation. During the meeting, stockholders voted on three proposals related to the merger. The first proposal, the CrossFirst Merger Proposal, was approved with 36,036,127 votes in favor. The second proposal, concerning advisory merger-related compensation for executive officers, also passed with 35,070,527 votes in favor. The third proposal, to potentially adjourn the special meeting, was deemed unnecessary due to sufficient votes for the merger approval. Subsequently, on December 23, 2024, both companies issued a joint press release to announce the results of the meeting and the stockholder approval. The vote represented approximately 73.57% of the shares outstanding, showcasing strong support for the merger.

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Form Type: 8-K

Filing Date: 2024-12-23

Corporate Action: Merger

Type: Update

Accession Number: 000155837024016449

Comments: On December 20, 2024, CrossFirst Bankshares, Inc. announced the approval of its Annual Incentive Plan (AIP) by its Compensation Committee, related to its impending merger with First Busey Corporation, as per the merger agreement established on August 26, 2024. This plan includes several amendments in the context of a Change in Control, specifying payment adjustments under certain performance conditions and termination results for participants prior to bonus payout related to the merger. The summary details forward-looking statements regarding the merger, noting various risks, expectations, and potential legal or regulatory barriers that could impact the closing of the transaction, emphasizing the uncertainties associated with effective integration and achievement of expected synergies between the two organizations.

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Form Type: 425

Filing Date: 2024-12-13

Corporate Action: Merger

Type: Update

Accession Number: 000110465924128456

Comments: On December 13, 2024, CrossFirst Bankshares, Inc. filed this report to update on the merger with First Busey Corporation, originally announced on August 26, 2024. The report details the planned merger transaction which involves CrossFirst merging into Busey, with Busey as the surviving corporation. Following this, CrossFirst Bank will merge into Busey Bank, also with Busey Bank as the surviving entity. The document also addresses ongoing legal matters including two lawsuits filed against CrossFirst and Busey claiming improprieties related to the merger registration statement. Despite these claims, both companies assert the allegations lack merit and maintain they adhere to legal requirements. Additionally, new disclosures related to the merger process are included, enhancing the previously shared proxy statement/prospectus. Information about stock price multiples, expected impacts on Busey's earnings per share, and other financial implications of the merger are also elaborated upon within this filing.

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Form Type: 425

Filing Date: 2024-12-13

Corporate Action: Merger

Type: Update

Accession Number: 000110465924128457

Comments: On December 13, 2024, CrossFirst Bankshares, Inc. filed an update regarding its ongoing merger with First Busey Corporation. This follows their earlier announcement on August 26, 2024, detailing the execution of a Merger Agreement where CrossFirst will merge into Busey, with Busey remaining the surviving entity. The filing includes information about the joint proxy statement/prospectus filed by Busey on October 18, 2024, and its subsequent amendments, the effectiveness of the registration statement by the SEC, and the mailing of proxy materials to shareholders. Additionally, the report addresses ongoing legal challenges related to the merger, including two lawsuits filed against CrossFirst and its board, alleging misleading statements in the registration, while CrossFirst and Busey maintain that these claims lack merit. Despite the lawsuits, the companies plan to proceed with supplemental disclosures to the proxy materials to preempt potential delays or complications arising from these legal issues.

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Form Type: 8-K

Filing Date: 2024-12-13

Corporate Action: Merger

Type: Update

Accession Number: 000110465924128455

Comments: CrossFirst Bankshares, Inc. is updating its shareholders on the merger agreement with First Busey Corporation, originally announced on August 26, 2024. The merger will result in CrossFirst merging with Busey, with Busey as the surviving corporation. Following the merger, CrossFirst Bank will then merge into Busey Bank. This report also highlights ongoing legal matters, including two lawsuits filed against CrossFirst and Busey by purported stockholders, alleging misleading statements regarding the merger. Despite these lawsuits, both companies assert the claims lack merit and have taken steps to supplement the joint proxy statement/prospectus to minimize litigation risks. The filing of the joint proxy statement/prospectus was preceded by the SEC declaring the associated registration statement effective on November 13, 2024, and that the documents intended to solicit approvals for the transaction have been sent to shareholders.

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