12/13/2024 | Press release | Distributed by Public on 12/13/2024 15:32
Item 8.01 | Other Events. |
As previously announced, on August 26, 2024, First Busey Corporation, a Nevada corporation ("Busey"), and CrossFirst Bankshares, Inc., a Kansas corporation ("CrossFirst"), entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which CrossFirst will merge with and into Busey, with Busey as the surviving corporation in the merger (the "Merger"). Following the Merger, at a date and time as determined by Busey, CrossFirst Bank, a Kansas state-chartered bank and a wholly owned subsidiary of CrossFirst, will merge with and into Busey Bank, an Illinois state-chartered bank and a wholly owned subsidiary of Busey, with Busey Bank as the surviving bank. The transaction is described in more detail in Busey's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the "SEC") on August 27, 2024.
In connection with the proposed transaction, Busey filed a registration statement on Form S-4 (the "Registration Statement") with the SEC on October 18, 2024 and Amendment No. 1 to the Registration Statement on November 8, 2024 containing a joint proxy statement/prospectus of Busey and CrossFirst (as amended, the "joint proxy statement/prospectus"). The Registration Statement was declared effective by the SEC on November 13, 2024. On November 13, 2024, the joint proxy statement/prospectus was filed by Busey with the SEC as a definitive proxy statement/prospectus and by CrossFirst with the SEC as a definitive proxy statement on Schedule 14A, and Busey and CrossFirst first mailed the joint proxy statement/prospectus to their respective stockholders on or about November 13, 2024.
Following the filing of the joint proxy statement/prospectus and as of the date of this Current Report on Form 8-K, purported stockholders of CrossFirst have filed two lawsuits against CrossFirst, the individual members of the CrossFirst board of directors, and/or Busey. The first lawsuit captioned Joel Zalvin v. CrossFirst Bankshares, Inc., et al., was filed in the District Court of Johnson County, Kansas in the 10th Judicial District on November 26, 2024 (the "Zalvin Complaint"). The second lawsuit, captioned Stephen Bushansky v. CrossFirst Bankshares, Inc., et al., was filed in the District Court of Johnson County, Kansas in the 10th Judicial District on November 29, 2024 (the "Bushansky Complaint" and together with the Zalvin Complaint, the "Complaints"). Additionally, beginning on October 24, 2024, Busey and CrossFirst have received demand letters from counsel representing other individual purported stockholders of Busey and CrossFirst (collectively, the "Demands" and, together with the Complaints, the "Matters"). The Matters allege, among other things, that the defendants caused a false and misleading registration statement relating to the Merger to be filed with the SEC in violation of Section 14(a) and Section 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 14a-9 promulgated thereunder, breached their fiduciary obligations under state law, and/or committed negligence and negligent misrepresentation and concealment under state common law.
Busey and CrossFirst believe that the claims asserted in the Matters are without merit and supplemental disclosures are not required or necessary under applicable laws. However, in order to avoid the risk that the Matters delay or otherwise adversely affect the Merger, and to minimize the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing, Busey and CrossFirst are supplementing the joint proxy statement/prospectus as described in this Current Report on Form 8-K. Busey, CrossFirst and the other named defendants deny that they have violated any laws or breached any fiduciary duties. Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein or in the joint proxy statement/prospectus. To the contrary, Busey, CrossFirst and the other named defendants specifically deny all allegations in the Matters and that any additional disclosure was or is required in the joint proxy statement/prospectus. Busey or CrossFirst may receive additional similar demand letters or may be named in similar complaints. If such complaints are filed, absent new or different allegations that are material, Busey and CrossFirst will not necessarily announce such additional filings.
Supplemental Disclosures to Joint Proxy Statement/Prospectus
The following information supplements the joint proxy statement/prospectus, is incorporated by reference into the joint proxy statement/prospectus, and should be read in connection with the joint proxy statement/prospectus, which should be read in its entirety. To the extent that information herein differs from or updates information contained in the joint proxy statement/prospectus, the information contained herein supersedes the information contained in the joint proxy statement/prospectus. All page references in the information below are to pages in the joint proxy statement/prospectus, and defined terms used below have the meanings set forth in the joint proxy statement/prospectus, unless otherwise defined below. Paragraph references used herein refer to the joint proxy statement/prospectus before any additions or deletions resulting from the supplemental disclosures. The information contained herein speaks only as of December 13, 2024, unless the information indicates another date applies.