AmeriServ Financial has reached a cooperation and settlement agreement with Driver Opportunity Partners I.
Pursuant to the cooperation agreement, Driver has agreed to withdraw its notice of nomination of director candidates for election to the company’s board of directors, along with other shareholder proposals, at the 2024 Annual Meeting of Shareholders and to voluntarily dismiss all outstanding litigation against AmeriServ. Further, Driver has agreed to a perpetual standstill, which provides that from and at all times after the effective date of the cooperation agreement, Driver will not attempt to nominate director candidates at AmeriServ or bring litigation against the company, among other provisions.
AmeriServ and Driver have also executed a stock purchase agreement under which the company will acquire the approximately 628,000 AmeriServ shares held by Driver for a price equal to the five-day trailing average stock price prior to the effective date of the Stock Purchase Agreement. Since these Driver shares will be acquired at a price below tangible book value, this stock repurchase will be accretive to AmeriServ shareholders.
AmeriServ expects that approximately 68% of the remaining costs of $1.76 million associated with the cooperation agreement will be covered by directors and officers liability insurance policies held by the company. Additional financial details will be provided on AmeriServ’s next quarterly report on Form 10-Q filed by the company with the U.S. Securities and Exchange Commission.
“We are pleased to have achieved closure in these matters and look forward to continuing to focus on executing our strategic business plan for the benefit of our shareholders, customers, employees and the communities we serve,” J. Michael Adams, Jr., chairman of the board at AmeriServ, said. “Our strong, well-rounded board includes individuals with a diverse array of professional experience that are highly relevant to AmeriServ’s business and strategy, and we remain committed to enhancing value for our shareholders and all our stakeholders.”
