CASH 2018 Special Proxy Statement

Crestmark’s Board Unanimously Recommends That Crestmark Shareholders Vote “FOR” the Crestmark Merger Proposal (Page 35) Crestmark’s board of directors (i) believes that the merger agreement, the merger and the other transactions contemplated by the merger agreement, are advisable, fair to and in the best interest of Crestmark and its shareholders, (ii) has unanimously approved and adopted the merger agreement, the merger and the other transactions contemplated by the merger agreement, and (iii) unanimously recommends that holders of Crestmark common stock vote “ FOR ” the Crestmark merger proposal. Crestmark Shareholders Will Receive Shares of Meta Common Stock in the Merger (Page 74) Upon completion of the merger, each holder of Crestmark common stock (collectively, “Crestmark common stock”) will receive 2.65 shares of Meta common stock (the “exchange ratio”) in exchange for each share of Crestmark common stock held immediately prior to the completion of the merger, and, in lieu of fractional shares of Meta common stock, Crestmark shareholders will receive cash (rounded down to the nearest whole cent), without any interest and subject to any required withholding tax, in an amount 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 day trading period ending five calendar days before the closing of the merger (such product, the “per share purchase price”), multiplied by (b) the fractional share interest of such Meta common stock to which such Crestmark share would otherwise be converted (together with the shares of Meta common stock issuable to Crestmark shareholders pursuant to the merger agreement, the “stock merger consideration”). The exchange ratio is 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 and, accordingly, would be equitably adjusted to 7.95 shares of Meta common stock if the charter amendment proposal is approved at the Meta special meeting and the stock split is effected prior to the consummation of the merger. Unless the context otherwise requires, the information throughout this joint proxy statement/prospectus does not give effect to the stock split. As of the effective time of the merger, each outstanding Crestmark stock option (each, a “Crestmark stock option”) with an exercise price less than the per share purchase price (an “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 Crestmark stock option, multiplied by the excess of (a) the per share purchase price over (b) the exercise price of such Crestmark stock option, less any applicable withholding taxes (the “option merger consideration” and, together with the stock merger consideration, the “merger consideration”). Any Crestmark stock option with an exercise price that is greater than or equal to the per share purchase price (an “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. Tax Consequences of the Merger (Page 67) Meta and Crestmark intend that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). Based on the qualification of the merger as a “reorganization” under the Code, U.S. holders (as defined in the section entitled “PROPOSAL NO. 1 THE MERGER AGREEMENT AND THE MERGER—Material United States Federal Income Tax Consequences of the Merger” beginning on page 67) of Crestmark common stock generally will not recognize gain or loss for United States federal income tax purposes upon the exchange of their shares of Crestmark common stock for Meta common stock. U.S. holders will, however, recognize gain or loss in connection with any cash received in lieu of a fractional share of Meta common stock. For a description of the material United States federal income tax consequences of the merger, see “PROPOSAL NO. 1 THE MERGER AGREEMENT AND THE MERGER— Material United States Federal Income Tax Consequences of the Merger” beginning on page 67. Crestmark shareholders are strongly urged to consult with their tax advisors concerning the United States federal income tax consequences of the merger to them, as well as the effects of state and local, foreign and other tax laws. 4