CASH 2018 Special Proxy Statement

PROPOSAL NO. 1 THE MERGER AGREEMENT AND THE MERGER The following discussion describes certain material information about the merger. We urge you to read carefully this joint proxy statement/prospectus in its entirety, including the merger agreement, the financial advisor opinion of Raymond James delivered to the Meta board of directors and the financial advisor opinion of Sandler O’Neill & Partners, L.P., delivered to the Crestmark board of directors, copies of which are attached as Appendices A, C and D, respectively, to this joint proxy statement/prospectus, for a more complete understanding of the merger. Terms of the Merger On January 9, 2018, Meta, MetaBank, Crestmark and Crestmark Bank entered into the merger agreement, providing for the merger of Crestmark with and into Meta, with Meta as the surviving entity, and, immediately thereafter, pursuant to the terms of the bank merger agreement between MetaBank and Crestmark Bank (the “bank merger agreement”), Crestmark Bank will merge with and into MetaBank, with MetaBank surviving as Meta’s wholly-owned subsidiary (the “bank merger”). As a result of the merger and the bank merger, respectively, the separate existence of Crestmark and Crestmark Bank will terminate. Following the bank merger, MetaBank will continue its existence as a federally chartered stock savings bank. We expect to complete the merger and the bank merger in the second calendar quarter of 2018, although we cannot give any assurance as to whether we will receive any required consents or approvals or the satisfaction or waiver of any other conditions to the obligations of Meta and Crestmark to complete the merger. Upon completion of the merger, each holder of Crestmark common stock will receive for each share of Crestmark common stock that such holder owns immediately prior to the completion of the merger, 2.65 fully paid and non-assessable shares of Meta common stock, subject to adjustment in the event of a stock split, stock dividend or distribution, recapitalization, reclassification, exchange or similar transaction with respect to the outstanding shares of Meta common stock. Meta will not issue fractional shares of Meta common stock in the merger. Instead, Meta will pay to each Crestmark shareholder that would otherwise be entitled to receive fractional shares an amount in cash equal to (a) the product of (i) the exchange ratio multiplied by (ii) the average closing price per share of Meta common stock on the NASDAQ Global Select Market for the ten trading day period ending five calendar days before the closing of the merger (such product, the “per share purchase price”) multiplied by (b) such fractional share interest. As of the effective time of the merger, each outstanding in-the-money Crestmark stock option will be cancelled and converted into the right to receive an amount in cash (without interest) equal to the product of the number of shares of Crestmark common stock underlying such in-the-money Crestmark stock option, multiplied by the excess of the per share purchase price over the exercise price of such in-the-money Crestmark stock option, less any applicable withholding taxes. Any out-of-the-money Crestmark stock option will be cancelled and of no further force or effect as of the effective time of the merger, without any consideration therefor. For additional and more detailed information regarding the legal documents that govern the merger, including information about the conditions to the merger and the provisions for terminating or amending the merger agreement, see “The Merger Agreement” below. Background of the Merger Meta’s board of directors and senior management regularly review and assess Meta’s business strategies and objectives, including strategic opportunities for the potential of business combinations, all with the goal of maximizing shareholder value. The strategic discussions have focused on, among other things, the evaluation of potential asset generating partners, the desire to accelerate the rotation of its earning asset base from lower- yielding securities to high quality, attractive-yielding loans and the benefits of offsetting the seasonality of earnings created by Meta’s other divisions. 39