2022-07-06 | NDAQ:PNBK | Press release

STAMFORD, Connecticut, July 06 12, 2022 (GLOBE NEWSWIRE) — Patriot National Bancorp, Inc., a Connecticut corporation (“Patriot”), today announced that, effective June 30, 2022, the Office of the Comptroller of the Currency (the “OCC”) has conditionally approved Patriot Bank, National Association’s (“Patriot Bank”) request to materially change the composition of its assets under 12 CFR 5.53 in connection with the transactions (the “Proposed Transactions”) contemplated by the merger, dated November 14, 2021, between Patriot and American Challenger Development Corp. (“American Challenger”), as amended (the “Merger Agreement”). This OCC approval is a required regulatory approval under of the merger agreement.

OCC’s approval will automatically terminate if the proposed transactions are not completed within six (6) months of June 30, 2022, unless OCC grants an extension. The closing of the proposed transactions, including the merger of American Challenger with and into Patriot, with Patriot as the surviving company (the “Merger”), and the closing of a capital raise of at least $875 million (the “Capital Raise”) by Patriot and Patriot Bank, remains subject to the satisfaction or waiver of the remaining closing conditions set forth in the Merger Agreement, including obtaining shareholder and other customary closing conditions as previously disclosed by Patriot.

Michael Carrazza, president of Patriot & CloseCurlyQuote; added, “Receiving approval from the OCC is an important and necessary step that has been taken to complete our merger with American Challenger. We are delighted to have obtained regulatory support for our forward-looking business plan and our intentions to create one of the largest digital transfer banks in the country.” Patriot is working closely with American Challenger and the investors in an effort to meet the remaining closing conditions. The closing of the capital increase and merger operation remains subject to shareholder approval.

Caution regarding forward-looking statements:

This release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the business plans and future performance of Patriot. Words such as “anticipates”, “believes”, “estimates”, “expects”, “plans”, “intends”, “plans”, “projects”, “targets,” “designed, “could”, “may”, “should”, “will” or other similar words and expressions are intended to identify such forward-looking statements. These forward-looking statements are based on Patriot’s current expectations and assumptions regarding Patriot’s business, the economy, and other future conditions.

Because forward-looking statements relate to future results and events, they are subject to inherent risks, uncertainties, changes in circumstances and other factors that are difficult to predict. Many possible events or factors could affect Patriot’s future financial results and performance and could cause Patriot’s actual results, performance or achievements to differ materially from the anticipated results expressed or implied by such forward-looking statements. These risks and uncertainties include, among others, (1) the risk that the cost savings, revenue synergies and other anticipated benefits of the proposed transactions may not be realized or may take longer than expected to be realized, including due to the impact or problems arising from the integration of the two companies or due to the state of the economy and competitive factors in the areas where Patriot operates, (2) disruption to parties’ business activities following the announcement and expectation of the proposed transactions and the diversion of management’s attention from ongoing business activities and opportunities, (3) the occurrence of any event, change or other circumstance that may give give rise to the right of one or both parties to terminate the Merger Agreement, dated November 14, 2021, between Patriot and American Challenger, as amended (the “Merger Agreement”), or the investment agreements between Patriot and the investors in the capital increase, (4) the risk that the integration of Patriot and American Challenger may be materially delayed or be more costly or more difficult than expected or that Patriot and American Challenger may otherwise not be able to integrate with successes of their companies, (5) failure to obtain necessary approvals from Patriot’s stockholders, (6) the outcome of any legal proceedings that may be brought against Patri ot and/or American Challenger, (7) failure to obtain required governmental approvals or delay in obtaining such approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the company combination or expected benefits of the proposed business transactions), (8) reputational risk and potential adverse reactions from customers, suppliers, employees or other business partners of Patriot and/or American Challenger, as applicable, including including those resulting from the announcement or consummation of the Proposed Transactions, (9) the failure of any of the closing conditions of the Merger Agreement or the Investment Agreements to be satisfied in a timely manner or not by the any, (10) delays in closing the proposed merger or capital raise, (11) the possibility that the proposed merger and capital raising may be more costly to complete than anticipated, including s due to unexpected factors or events, (12) dilution caused by Patriot’s issuance of additional shares of its capital stock in connection with the proposed transactions, (13) terms and conditions of competition, the economy, politics and the market, (14) other factors that could affect Patriot’s future results, including changes in asset quality and credit risk, failure to sustain growth income and earnings, changes in interest rates and financial markets, inflation, customer borrowing, repayment, investment and deposit practices, impact, extent and timing changes in technology, capital management activities and other Federal Reserve Board actions and legislative and regulatory actions and reforms, and (15) the impact of the ongoing global COVID-19 pandemic on Patriot’s business ‘ and/or American Challenger ‘ any of the other risks mentioned above.

Except to the extent required by applicable law or regulation, Patriot disclaims any obligation to update these factors or publicly announce the results of any revisions to any of the forward-looking statements included in this communication to reflect events or developments future. Additional information regarding Patriot that could affect the forward-looking statements contained herein may be found in Patriot’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (“Form 10-K”), its quarterly reports on Form 10-Q and its other filings with the Securities and Exchange Commission (“SEC””) and in the proxy statement relating to the proposed transactions.

Additional information and where to find it

In connection with the proposed merger and capital increase, Patriot will file a proxy statement and other relevant documents with the SEC. SHAREHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AND ANY AMENDMENTS OR ADDITIONS TO THESE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders can obtain a free copy of the proxy statement (when available) and other Patriot filings at the SEC’s website at http://www.sec.gov. The power of attorney and these other documents may also be obtained free of charge from Patriot by directing this request to Patriot at 900 Bedford Street, Stamford, CT, 06901, Attention: Michael Carrazza, telephone: 203-251-8230.

Participants in the solicitation

Patriot and its directors, officers and other members of its management and employees may be considered participants in the solicitation of proxies from its shareholders in connection with the merger and the capital increase. A list of the names of such directors and officers and information regarding such participants’ ownership of Patriot common stock is set forth in Patriot’s Form 10-K, as amended or supplemented by any Form 3 or Form 4 filed with the SEC since the date of this Form 10-K. Additional information about the interests of these participants may be obtained by reading the proxy statement relating to the merger and capital increase when it becomes available, or by addressing a request to Patriot at 900 Bedford Street, Stamford , CT, 06901, Attention: Michael Carrazza, Phone: (203) 251-8230.

American Challenger and its directors and officers may also be considered participants in the solicitation of proxies from Patriot shareholders in connection with the merger and capital increase. A list of the names of such directors and officers and information regarding their interests in the merger will be contained in the proxy statement when available.

About Patriot National Bancorp, Inc.

Founded in 1994 and now celebrating its 28th year, Patriot National Bancorp, Inc. is the parent company of Patriot Bank NA (“Bank”), a nationally chartered bank headquartered in Stamford, CT. The Bank is headquartered in Stamford and operates 9 branches: in Scarsdale, NY; and Darien, Fairfield, Greenwich, Milford, Norwalk, Orange, Stamford, Westport, CT with Express Banking branches in Bridgeport/Husatonic Community College, downtown New Haven and Trumbull at the Westfield Mall.The Bank also has SBA lending offices in Stamford, Connecticut, Florida, Georgia, Mississippi, and an operations center in Rhode Island.

Patriot’s mission is to serve its local community and national customer base by providing a growing range of banking solutions to meet the needs of individuals and small business owners. Patriot values ​​the integrity of its people and the way it conducts business. A focus on building strong customer relationships and community engagement are cornerstones of Patriot’s philosophy, which seeks to maximize shareholder value.

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