Amerant announces planned clean-up merger to simplify its capital structure, as well as the approval of a class a common stock repurchase program

Coral gables, fla., sept. 13, 2021 (globe newswire) -- amerant bancorp inc. (nasdaq: amtb and amtbb) (the “company” or “amerant”) today announced its intention to effect a clean-up merger, subject to shareholder approval, pursuant to which a subsidiary of the company will merge with and into the company (the “merger”). under the terms of the merger, each outstanding share of class b common stock will be automatically converted to 0.95 of a share of class a common stock without any action on the part of the holders of class b common stock; however, to the extent any shareholder, together with its affiliates, would own more than 8.9% of the outstanding shares of class a common stock following the merger, such holder's shares of class a common stock or class b common stock, as the case may be, will be converted into shares of a new class of non-voting class a common stock, solely with respect to holdings that would be in excess of the 8.9% limitation. the terms of the merger to be submitted for approval of the shareholders will include the creation of a new class of non-voting class a common stock. following the merger, no shares of class b common stock will remain outstanding. in addition, all shareholders that would hold fractional shares as a result of the merger will receive a cash payment in lieu of such fractional shares. to the extent that following the merger any holder would beneficially own fewer than 100 shares of class a common stock, such holder will receive cash in lieu of class a common stock. the company expects to hold a special shareholders meeting to seek approval of the merger in early december 2021.
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