CASH 2018 Special Proxy Statement

the merger will be completed. If the merger agreement is terminated and Crestmark’s board of directors seeks another merger or business combination, Crestmark shareholders cannot be certain that Crestmark will be able to find a party willing to offer equivalent or more attractive consideration than the merger consideration provided in the merger. If the merger agreement is terminated under certain circumstances, (i) Crestmark may be required to pay Meta a termination fee of $10.0 million or (ii) Meta may be required to pay Crestmark a termination fee of $10.0 million. If the merger agreement is terminated, Meta or Crestmark may experience negative reactions from its customers, vendors and employees. See “The Merger Agreement—Termination of the Merger Agreement.” We expect to incur substantial expenses related to the merger and the integration of Crestmark into Meta. We expect to incur synergy planning and integration costs in connection with the merger. While we have assumed the level of such expenses we expect to incur, there are many factors beyond our control that could affect the total amount or the timing of the merger and integration expenses. Moreover, many of the expenses that will be incurred are, by their nature, difficult to estimate accurately. To the extent these merger and integration expenses are higher than anticipated, our future operating results and financial condition may be materially adversely affected. Current holders of Meta common stock and current holders of Crestmark common stock will have a reduced ownership and voting interest in their respective companies after the merger and will exercise less influence over management. Holders of Crestmark common stock currently have the right to vote on matters affecting Crestmark, and current holders of Meta common stock currently have the right to vote on matters affecting Meta. Upon the completion of the merger, each Crestmark shareholder that receives shares of Meta common stock will become a stockholder of Meta with a percentage ownership interest in Meta with respect to such shares that is smaller than the shareholder’s current percentage ownership interest in Crestmark. Upon receiving 2.65 shares of Meta common stock per issued and outstanding share of Crestmark common stock following the effective time of the merger, the former shareholders of Crestmark would collectively receive shares in the merger constituting approximately 25%, and the current stockholders of Meta would hold shares constituting approximately 75%, of the outstanding shares of Meta common stock immediately after the merger based on the number of shares of Meta common stock and Crestmark common stock outstanding as of January 9, 2018. Because of this, current Meta stockholders will have less influence on the management and policies of Meta than they have prior to the merger, and Crestmark shareholders will have less influence on the management and policies of Meta than they have on the management and policies of Crestmark prior to the merger. The respective opinions of Meta’s financial advisor and of Crestmark’s financial advisor will not reflect changes in circumstances between the signing of the merger agreement and the completion of the merger. Meta and Crestmark have not obtained, as of the date of this joint proxy statement/prospectus, and do not expect to obtain, updated opinions from their respective financial advisors. The opinions of Meta’s and Crestmark’s financial advisors were each based on certain facts and assumptions regarding the operations and prospects of Meta and Crestmark, general market and economic conditions and other factors as of the dates of such opinions. Changes in the operations and prospects of Meta or Crestmark, general market and economic conditions and other factors that may be beyond the control of Meta or Crestmark may significantly alter the value of Meta or Crestmark, the price of the shares of Meta common stock by the time the merger is completed or the future price at which Meta common stock trades. The opinions do not speak as of the time the merger will be completed or as of any date other than the date of such opinions. Because Meta and Crestmark do not currently anticipate asking their respective financial advisors to update their opinions, the opinions will not address the fairness of the merger consideration or the exchange ratio, as applicable, from a financial point of view at the time a Meta stockholder or Crestmark shareholder votes or at the time the merger is completed. For descriptions of the opinions that Meta and Crestmark received from their respective financial advisors, please 22