- 460,339 of the shares of Herald preferred stock, or 9.83% of the outstanding shares of Herald preferred stock and 2.72% of the total outstanding shares of Herald capital stock, elected to receive cash;
- 4,224,589 of the shares of Herald preferred stock, or 90.17% of the outstanding shares of Herald preferred stock and 24.99% of the total outstanding shares of Herald capital stock, elected to receive BKU common stock;
- 3,409,556 of the shares of Herald common stock, or 27.91% of the outstanding shares of Herald common stock and 20.17% of the total outstanding shares of Herald capital stock, elected to receive cash;
- 5,759,727 of the shares of Herald common stock, or 47.14% of the outstanding shares of Herald common stock and 34.08% of the total outstanding shares of Herald capital stock, elected to receive BKU common stock; and
- 3,048,585 of the shares of Herald common and preferred stock, or 18.04% of the total outstanding shares of Herald capital stock, did not make a valid election.
The elections with respect to approximately 31,917 of the
foregoing shares of Herald common stock electing to receive cash and
approximately 43,843 of the foregoing shares of Herald common stock
electing to receive BKU common stock were made pursuant to the notice of
guaranteed delivery procedure, which requires the delivery of Herald
shares to the exchange agent for the merger by
After the final results of the election process are determined, the
actual merger consideration, and the allocation of the merger
consideration, will be computed using the formula in the Merger
Agreement, dated as of
A more complete description of the merger consideration and the
proration procedures applicable to elections is contained in the Proxy
Statement/Prospectus dated
Subject to the satisfaction of certain conditions contained in the Merger Agreement, including the ratification and confirmation of the Merger Agreement by Herald’s shareholders, BKU and Herald expect to complete the merger during the first quarter of 2012.
About
About
Forward-Looking Statements
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 that
reflect the current views of BKU and Herald with respect to, among other
things, future events and financial performance. BKU and Herald
generally identify forward-looking statements by terminology such as
“outlook,” “believes,” “expects,” “potential,” “continues,” “may,”
“will,” “could,” “should,” “seeks,” “approximately,” “predicts,”
“intends,” “plans,” “estimates,” “anticipates” or the negative version
of those words or other comparable words. Any forward-looking statements
contained in this press release are based on the current plans,
estimates and expectations of BKU and Herald. The inclusion of this
forward-looking information should not be regarded as a representation
by BKU or Herald that the future plans, estimates or expectations
contemplated herein will be achieved. Such forward-looking statements
are subject to various risks and uncertainties and assumptions relating
to BKU’s and Herald’s respective operations, financial results,
financial condition, business prospects, ability to complete the merger,
growth, strategy, and liquidity. If one or more of these or other risks
or uncertainties materialize, or if the underlying assumptions prove to
be incorrect, actual results may vary materially from those indicated in
these statements. These factors should not be construed as exhaustive.
Neither BKU nor Herald undertakes any obligation to publicly update or
review any forward-looking statement, whether as a result of new
information, future developments or otherwise. A number of important
factors could cause actual results to differ materially from those
indicated by the forward-looking statements. Information on these
factors can be found in the Proxy Statement/Prospectus filed by BKU with
the
Legal Information
On
Investors can obtain a free copy of the Proxy Statement/Prospectus, as
well as other filings containing information about BKU and Herald at the
SEC’s website (http://www.sec.gov),
with respect to information about BKU, and Herald’s website (www.heraldnb.com),
with respect to information about Herald. Investors can also obtain
these documents, free of charge, at http://www.bankunited.com
under the tab “About Us” and then under the heading “Investor Relations”
and then under “SEC Filings.” Copies of the Proxy Statement/Prospectus
and any other filing by BKU with the
BKU and Herald and their respective directors and executive officers may
be deemed to be participants in the solicitation of proxies from Herald
shareholders in connection with the proposed merger. Information about
the directors and executive officers of BKU is set forth in the Proxy
Statement/Prospectus as well as the Annual Report on Form 10-K of BKU
for the year ended
Source:
BankUnited, Inc.
Douglas J. Pauls, 305-461-6841
dpauls@bankunited.com
or
Herald
National Bank
Michael Carleton, 646-521-6236
mcarleton@heraldnb.com