UPDATE: We have been notified by Pacific Stock Transfer that shareholder letters will be mailed on March 9th or 10th. We are providing a link to a sample of what you will get. Remember, if your shares are held in an IRA, your custodian will handle exchanging your shares for cash.
If you have lost your certificate, you will need to apply for an indemnification bond, the link to which is provided below. The cost of the bond will be 2% of the value of your shares calculated at 25.50 per share. You will submit this application to Pacific Stock Transfer.
All inquiries with respect to the surrender of certificates of common stock should be made directly to the Exchange Agent, Pacific Stock Transfer Company, at 1-800-785-7782, or via email to firstname.lastname@example.org
UPDATE: The transaction closed at the end of business March 1, 2021. Press release below.
NEW HORIZON BANK, NATIONAL ASSOCIATION, ANNOUNCES NEW HOLDING COMPANY, MANAGEMENT
POWHATAN, VIRGINIA, March 1, 2021 — New Horizon Bank, National Association (“New Horizon”), announced today that it has completed the consolidation of NH Interim Bank, National Association, a wholly-owned interim bank subsidiary of CSBH LLC, a Delaware limited liability company (“CSBH”), with and into New Horizon under the charter of New Horizon, thereby causing New Horizon to become a wholly-owned subsidiary of CSBH. In connection with the consolidation, CSBH paid approximately $12.1 million in cash in exchange for the shares of New Horizon’s common stock that were outstanding immediately before the consolidation.
New Horizon has added Uriel Cohen and Douglas Mitchell to its board of directors following the resignation of six of its 11 directors in connection with the consolidation, as had been agreed to by CSBH and New Horizon; the Boards of Directors of each of CSBH and New Horizon now consist of the previous five New Horizon directors that remained on the New Horizon Board and Messrs. Cohen and Mitchell. In addition, Mr. Mitchell has been appointed President and Chief Executive Officer of New Horizon and Brian K. Grizzard, the former President and Chief Executive Officer of New Horizon, has been appointed Chief Lending Officer.
“New Horizon has developed an excellent reputation in the community. We intend to continue to support the bank’s commitment to the local economy, and maintain the high standard of service they provide to the bank’s customers. The bank will retain the New Horizon Bank brand and all of the bank employees. We are very excited about this opportunity and plan to provide additional resources to support new technology and future growth at New Horizon Bank,” said President and Chief Executive Officer, Douglas Mitchell.
Baker, Donelson, Bearman, Caldwell & Berkowitz, PC acted as CSBH’s legal counsel in connection with the consolidation. Feldman Financial Advisors acted as financial advisor to New Horizon and Buckley LLP acted as legal counsel for New Horizon.
About New Horizon
New Horizon Bank, National Association, is a $100 million community bank headquartered in Powhatan, Virginia. New Horizon provides community banking services in Powhatan, Virginia, and the surrounding Richmond, Virginia region. The bank currently operates one branch location in Powhatan, Virginia.
Kathy Grasty, Senior Vice President & CFO
UPDATE: In our November 17, 2020 letter to shareholders, we informed you that the Board had entered into an amendment extending the required closing date of the transaction to February 28, 2021. Since we are now approaching that date, we wanted to provide you another update. We are still awaiting regulatory approval, and indications are that this could happen soon. We plan to post an update here and send another letter as soon as we receive approval. In the meantime, shareholders wishing to receive a copy of the extension may do so by emailing us at email@example.com
UPDATE: A letter was mailed to all shareholders on November 17, 2020 informing shareholders that the Bank entered into an amendment to the Amended and Restated Agreement and Plan of Consolidation, dated as of March, 13, 2020. This new amendment extends the closing date of the transaction by 90 days to February 28, 2021. In exchange for this extension, the Bank received additional funds in escrow towards the closing of $300,000, raising the total to $450,000. While these additional escrow funds do not change the consideration price, there are conditions under which the Bank retains these funds should the transaction not close. We also notified shareholders of progress in obtaining regulatory approval.
UPDATE: A letter was mailed to all shareholders on October 8, 2020 indicating that the transaction continues to move forward. We are simply waiting for regulatory approval. As indicated in the letter, we are not aware of any outstanding requests from the regulators, we are simply waiting for their decision. We appreciate your patience as we all await news from the regulators.
UPDATE: As of August 11, 2020, the transaction continues to move forward. A legal disclosure by the acquirer must be re-published which will push the closing to at least September. If you cannot find your certificate, you will need to fill out the lost certificate affidavit which will be sent to you by the transfer agent once the transaction is approved. We have already provided the transfer agent with a list of certificates outstanding and are no longer able to process transactions.
UPDATE: On July 9, 2020, New Horizon Bank held a meeting of Shareholders with 85.09% of shares represented by proxy or by attendance of the virtual meeting. The proposed consolidation was approved unanimously and all directors who were presented for re-election were elected. We thank you for your participation, for your investment in the Bank, and for many of you, for your patronage over the years, which we look forward to continuing.
Shareholders are asked to vote to approve, ratify and confirm the Amended and Restated Agreement and Plan of Consolidation, dated as of March, 13, 2020, as amended, by and among New Horizon Bank, NH Interim Bank, NA (Interim Bank) and its parent, CSBH LLC (CSBH), and the related consolidation agreement between the Bank and Interim Bank. The Shareholder Meeting to consider this matter is scheduled for July 9, 2020 and due to COVID-19 concerns, the meeting will be held virtually via WebEx. Shareholder packages are to be mailed on June 17, 2020. If you are a shareholder and you do not have your package by June 25, please contact Kathy Grasty. Approval of the Consolidation requires a 2/3 vote of shareholders in favor of the transaction, which will result in a cash payment of $25.50 per share.