CASH 2018 Special Proxy Statement

refer to “PROPOSAL NO. 1 THE MERGER AGREEMENT AND THE MERGER—Opinion of Meta’s Financial Advisor” and “PROPOSAL NO. 1 THE MERGER AGREEMENT AND THE MERGER—Opinion of Crestmark’s Financial Advisor.” Our future results following the merger may differ materially from the unaudited pro forma financial information included in this document. The unaudited pro forma financial information included in this joint proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what the combined company’s actual financial position or results of operations would have been had the merger been completed on the date(s) indicated. The preparation of the pro forma financial information is based upon available information and certain assumptions and estimates that Meta and Crestmark currently believe are reasonable. The unaudited pro forma financial information reflects adjustments, which are based upon preliminary estimates, to allocate the purchase price to Crestmark’s net assets. The purchase price allocation reflected in this joint proxy statement/prospectus is preliminary, and the final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets and liabilities of Crestmark as of the date of the completion of the merger. In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate, and other factors may affect the combined company’s financial condition and results of operations following the merger. Any change in the combined company’s financial condition or results of operations may cause significant variations in the price of Meta common stock. In addition, following the completion of the merger, there may be further refinements of the purchase price allocation as additional information becomes available. Accordingly, the final purchase accounting adjustments may differ materially from the pro forma adjustments reflected in this joint proxy statement/prospectus. See “Unaudited Pro Forma Condensed Combined Financial Information.” The shares of Meta common stock that Crestmark shareholders will receive as a result of the merger will have different rights from shares of Crestmark common stock. The rights associated with Crestmark common stock are different from the rights associated with Meta common stock. For a discussion of the different rights associated with Meta common stock, see “Comparison of Stockholder Rights.” Risks Related to Crestmark’s Business Adverse changes in economic conditions or interest rates may negatively affect Crestmark’s earnings, capital and liquidity. The results of operations for financial institutions, including Crestmark, may be materially and adversely affected by changes in prevailing economic conditions in the markets in which Crestmark operates, including increases or decreases in the value of collateral or the financial health of borrowers. Crestmark’s business may also be negatively impacted by changing interest rates and changes in the monetary and fiscal policies of the federal government. Crestmark’s profitability is heavily influenced by the spread between the interest rates it earns on loans and investments and the interest rates it pays on deposits and other interest-bearing liabilities. Like most banking institutions, Crestmark’s net interest spread and margin is affected by general economic conditions and other factors that influence market interest rates and Crestmark’s ability to respond to changes in these rates. At any given time, Crestmark’s assets and liabilities may be such that they will be affected differently by a given change in interest rates. Furthermore, a downturn in local or national economic conditions may adversely affect Crestmark’s specialty lending operations focused on certain industries or its traditional factoring services because, if Crestmark is unable to collect on purchased receivables, Crestmark will sustain losses, which in some cases may be material. Moreover, a recession may result in a reduction in demand for Crestmark’s financial services, which could lead to a reduction in fees and overall profitability of Crestmark’s loan portfolio. 23