CASH 2018 Special Proxy Statement

be challenging during the pendency of the merger, as employees may experience uncertainty about their future roles with Meta. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with Meta, Meta’s business following the merger could be harmed. In addition, the merger agreement restricts Crestmark from making certain acquisitions and taking other specified actions without the consent of Meta, and generally requires Crestmark to continue its operations in the ordinary course, until the merger occurs. These restrictions may prevent Crestmark from pursuing attractive business opportunities that may arise prior to the completion of the merger. For a description of the restrictive covenants to which Crestmark is subject, see “The Merger Agreement—Conduct of Business Pending the Merger.” Combining our two companies may be more difficult, costly or time-consuming than we currently expect, and we may fail to realize the anticipated benefits of the merger. Meta and Crestmark have operated and, until the completion of the merger, will continue to operate, independently. The success of the merger, including anticipated benefits and synergies, will depend, in part, on Meta’s ability to successfully combine and integrate the Crestmark business into its own in a manner that permits growth opportunities and does not materially disrupt existing business relationships or result in decreased revenues due to loss of such relationships. It is possible that the integration process could result in uncertainty among Meta and Crestmark employees about their roles within Meta following the merger. As a result, the integration process may have an adverse effect on our ability to attract or retain key management and key employees or lead to the disruption of either company’s ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect our ability to maintain relationships with customers and employees. As with any merger of banking institutions, there also may be business disruptions that cause us to lose customers or business partners or cause customers to take their deposits out of our banks. In particular, MetaBank has limited experience in certain areas of business in which Crestmark operates, including commercial factoring and commercial leasing. As a result of integration issues and business disruptions resulting from such limited experience, or due to a lack of familiarity with MetaBank, current Crestmark Bank customers may turn to other providers of commercial factoring and commercial leasing following the consummation of the merger. The success of the combined company following the merger and the bank merger may depend, in part, on the ability of Meta to integrate the two businesses, business models and cultures. If Meta experiences difficulties in the integration process, including those listed above, Meta may fail to realize the anticipated benefits of the merger in a timely manner or at all. Meta’s business or results of operations or the value of its common stock may be materially and adversely affected as a result. The market price of Meta common stock after the merger may be affected by factors different from those currently affecting Meta common stock. The businesses of Meta and Crestmark differ in some respects and, accordingly, the results of operations of the combined company and the market price of Meta common stock after the merger may be affected by factors different from those currently affecting the independent results of operations of each of Meta or Crestmark. For a discussion of the business of Meta and of certain factors to consider in connection with the business of Meta, see the documents incorporated by reference into this joint proxy statement/prospectus and referred to under “Where You Can Find More Information,” including in particular the section titled “Risk Factors” in Meta’s Annual Report on Form 10-K for Meta’s fiscal year ended September 30, 2017. For a discussion of the business of Crestmark, see “Information About the Companies” and “Crestmark Management’s Discussion and Analysis of Crestmark’s Financial Condition and Results of Operations.” Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the mergers. Before the mergers may be completed, Meta and Crestmark must obtain approvals from the Federal Reserve and the OCC. As noted above, the OCC approved the bank merger subject to customary conditions on April 19, 2018. Prior notice of the bank merger must also be provided to the DIFS, which was provided on March 9, 2018. 20