Capital Crossing Bank (NASDAQ:CAPX)
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Capital Crossing Bank (Nasdaq: CAPX) today announced that its
shareholders voted to adopt the agreement and plan of merger pursuant to
which Lehman Brothers Bank, FSB, a subsidiary of Lehman Brothers, the
global investment bank, will acquire Capital Crossing. At a special
meeting of shareholders held earlier today, the holders of at least two
thirds of Capital Crossing’s common stock
outstanding and entitled to vote at the meeting approved the adoption of
the merger agreement. The merger is also subject to regulatory and
governmental approvals, including those of the Office of Thrift
Supervision, the Federal Deposit Insurance Corporation, the
Massachusetts Commissioner of Banks, the Massachusetts Board of Bank
Incorporation. The merger is also subject to a determination from the
Board of Governors of the Federal Reserve System that the requirements
under the Bank Holding Company Act of 1956, as amended, do not apply to
Lehman Brothers Bank by virtue of its momentary ownership of Capital
Crossing as a stand-alone bank prior to its merger into Lehman Brothers
Bank. In November 2006, the Board of Governors of the Federal Reserve
System determined that the requirements under the Bank Holding Company
Act do not apply to Lehman Brothers Bank in the case of this
transaction. Earlier in January, Lehman Brothers Bank received the
necessary approvals from the OTS and the FDIC. On January 22, 2007, a
public hearing was held before the Massachusetts Board of Bank
Incorporation pursuant to notice duly given. Pursuant to the merger
agreement, following approval of the transaction by the Massachusetts
Commissioner of Banks and the Massachusetts Board of Bank Incorporation,
the acquisition is expected to be completed within two business days.
About Capital Crossing Bank
Capital Crossing Bank is a Massachusetts-chartered, FDIC-insured trust
company with $1.1 billion in assets as of September 30, 2006. Capital
Crossing operates as a commercial bank, providing financial products and
services to customers through its executive and main offices in Boston,
its website at www.capitalcrossing.com,
and through its leasing subsidiary Dolphin Capital Corp. located in
Moberly, Missouri. Capital Crossing is a value-oriented investor in
whole loans and loan portfolios generally secured by commercial,
multi-family and one-to-four family residential real estate and other
business assets.
About Lehman Brothers
Lehman Brothers (ticker symbol: LEH), an innovator in global finance,
serves the financial needs of corporations, governments and
municipalities, institutional clients, and high net worth individuals
worldwide. Founded in 1850, Lehman Brothers maintains leadership
positions in investment banking, equity and fixed income sales, trading
and research, private investment management, asset management and
private equity. The Firm is headquartered in New York, with regional
headquarters in London and Tokyo, and operates in a network of offices
around the world. For further information about Lehman Brothers’
services, products and recruitment opportunities, visit the Firm’s
Web site at www.lehman.com.
This press release contains a number of forward-looking statements
concerning Capital Crossing's current expectations regarding Lehman
Brothers Bank’s acquisition of Capital
Crossing and the expected timetable for completing the transaction. Any
statements that are not statements of historical fact (including
statements containing the words "believes," "plans," "anticipates,"
"expects," "estimates," "intends," "may," "projects," "will," "would,"
and similar expressions) should also be considered to be forward-looking
statements. There are a number of important factors that could cause
actual results or events to differ materially from those indicated by
such forward-looking statements, including: Capital Crossing's ability
to successfully acquire loans at the same volume and the same yields as
it has historically, changes in interest rates that adversely affect its
business, the level of transactional income realized by Capital Crossing
as a result of loan and lease payoffs and the sale of real estate and
loans, Capital Crossing's ability to successfully diversify its asset
base, the level of Capital Crossing's non-performing assets, Capital
Crossing's ability to successfully conduct its leasing business, general
economic conditions in Capital Crossing's markets, as well as those
other factors detailed under "Item 1A. Risk Factors" in Part II of
Capital Crossing's Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2006, which important factors are
incorporated herein by this reference. Capital Crossing disclaims any
intention or obligation to update any forward-looking statements as a
result of developments occurring after the date of this press release.