Attached files
| file | filename |
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| 8-K - PATRIOT NATIONAL BANCORP, INC. 8-K 10 13 09 - PATRIOT NATIONAL BANCORP INC | pnbk8k-101309.htm |
Contact:
Patriot
National Bank
900
Bedford Street
Stamford,
CT 06901
Angelo De
Caro, Chairman
Charles
F. Howell
President
Robert F.
O’Connell
SEVP
& CFO
(203)
324-7500
FOR
IMMEDIATE RELEASE
PATRIOT NATIONAL BANCORP REPORTS ON
ITS CAPITAL RAISING EFFORTS Stamford, CT October 13,
2009. Patriot National Bancorp, Inc. (NASDAQ Global Market “PNBK”),
the parent of Patriot National Bank, reported that pursuant to the Company’s
August 7, 2009 second quarter press release, the Company reported that it
expected to be able to provide its shareholders with further information on its
capital raising efforts by the end of the third quarter of 2009. The
following is an update.
Earlier
this year, an investor group led by Michael A. Carrazza (collectively,
“Carrazza”) expressed interest in acquiring a controlling interest in the
Company. During the spring and summer of 2009, the Company permitted
Carrazza to conduct due diligence under a confidentiality agreement; the Company
permitted other parties to do so as well. In late July 2009, the
Company entered into a preliminary Letter of Intent with Carrazza
which would result in additional capital of up to $50 million representing a
substantial, controlling interest in the Company. The additional capital would
be expected to continue to keep the Company above regulatory defined levels for
a “well capitalized” institution. The parties were in the process of
attempting to finalize a definitive Securities Purchase Agreement.
On the
evening of September 30, 2009 and before executing a Securities Purchase
Agreement with Carrazza, the Company received an unsolicited written offer from
another investment group to acquire a controlling interest in the
Company. This unsolicited offer was at a considerably higher price
than the Carrazza offer, again for up to $50 million in return for a
significant, controlling interest. The next day, October 1, 2009, the
Board of Directors held a special meeting and consulted with its outside counsel
and advisors to consider the unsolicited offer and to discuss the Carrazza
proposal. The Board of Directors determined in its fiduciary capacity
that it should further analyze and evaluate the unsolicited
offer. The Board of Directors is currently analyzing and evaluating
the unsolicited offer as expeditiously as possible in order to determine what is
in the best interests of the Company and its shareholders.
Immediately
following the October 1 Board meeting, the Company notified Carrazza that there
had been a material development. The next morning, the Company
discussed with Carrazza that it was in receipt of an unsolicited offer but that
it remained interested in Carrazza’s proposal. Nonetheless, Carrazza filed a
complaint with the State of Connecticut Superior Court – Stamford Judicial
District on October 9, 2009 alleging, among other things, breach of the Letter
of Intent, including a breach by the Company of the Letter of Intent’s
exclusivity provision. The Carrazza complaint seeks (a) compensatory
damages; (b) the break-up fee payable under certain circumstances under the
Letter of Intent (an amount equal to $100,000 plus certain out-of-pocket due
diligence expenses of Carrazza (estimated by Carrazza as set forth in the
Carrazza complaint to be in excess of $700,000)); (c) attorneys’ fees and costs
of the action brought by the Carrazza complaint; and (d) a pre-judgment
attachment securing the eventual judgment in Carrazza’s favor. The
Company intends to vigorously defend against this action and believes that the
Carrazza complaint was brought by Carrazza as a way to discourage other
potential investment groups’ interest in the Company. As recently as
last week (after initiating legal action) Carrazza requested additional
financial information from the Company which it intends to provide, as soon as
third quarter financials are completed. The Company remains open to a
transaction with him.
At this
time the Board continues to consider both proposals and will evaluate any other
offer that it deems to be in the best interests of the Company’s
shareholders.
Statements
in this earnings release that are not historical facts are considered to be
forward-looking statements. Such statements include, but are not
limited to, statements regarding management’s beliefs and expectations, based
upon information available at the time the statements are made, regarding future
plans, objectives and performance. All forward-looking statements are
subject to risks and uncertainties, many of which are beyond management’s
control and actual results and performance may differ significantly from those
contained in forward-looking statements. Patriot National intends any
forward-looking statements to be covered by the Litigation Reform Act of 1995
and is including this statement for purposes of said safe harbor
provisions. Readers are cautioned not to place undue reliance on
forward-looking statements, which speak only as of the date of this news
release. The Company undertakes no obligation to update any
forward-looking statements to reflect events or circumstances that occur after
the date as of which such statements are made. A discussion of
certain risks and uncertainties that could cause actual results to differ
materially from those contained in forward-looking statements is included in
Patriot’s Annual Report on Form 10-K for the year ended December 31,
2007.