Classic Bancshares (NASDAQ:CLAS)
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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/