CASH 2018 Special Proxy Statement

AND THE MERGER—Opinion of Crestmark’s Financial Advisor.” The summary of the projections set forth below is also being included in this joint proxy statement/prospectus because such information was part of the information considered by the respective boards of directors of Meta and Crestmark, as applicable, in evaluating the merger. The prospective financial information summary of certain significant elements reflect numerous estimates and assumptions with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to each of Meta’s and Crestmark’s respective businesses, all of which are inherently uncertain and difficult to predict and many of which are beyond the parties’ control. The prospective financial information is subjective in many respects and, thus, is susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. The prospective financial information may also be affected by the parties’ ability to achieve strategic goals, objectives and targets over the applicable periods. As such, these projections constitute forward-looking statements and are subject to risks and uncertainties, including the various risks set forth in the sections of this joint proxy statement/ prospectus entitled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” and, with respect to Meta, in the reports that Meta files with the SEC from time to time, and with respect to Crestmark, in “Crestmark’s Management’s Discussion and Analysis of Crestmark’s Financial Condition and Results of Operations—Quantitative and Qualitative Market Risk Disclosures” included in this joint proxy statement/prospectus. The prospective financial information generally was not prepared with a view toward public disclosure or complying with U.S. GAAP, the published guidelines of the SEC regarding projections or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Neither the respective independent registered public accounting firms of Meta or Crestmark, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the prospective financial information included below, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and the parties’ respective independent registered public accounting firms assume no responsibility for, and disclaim any association with, the prospective financial information. This information was prepared solely for internal use and is subjective in many respects. Neither Meta nor Crestmark can provide any assurance that the unaudited prospective financial information and the underlying estimates and assumptions will be realized. Further, these assumptions do not include all potential actions that management could or might have taken during these time periods and the financial forecasts may not reflect the manner in which Meta would operate the Crestmark business after the merger. In addition, since the unaudited prospective financial information covers multiple years, such information by its nature becomes less predictive with each successive year. Neither Meta, Crestmark nor, after completion of the merger, the combined company undertakes any obligation to update or otherwise revise the financial forecasts or financial information to reflect circumstances existing since their preparation or to reflect the occurrence of subsequent or unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error, or to reflect changes in general economic or industry conditions. Furthermore, the prospective financial information does not take into account any circumstances or events occurring after the date it was prepared. Neither party can give any assurance that, had the unaudited prospective financial information been prepared as of the date of this joint proxy statement/prospectus, similar estimates and assumptions would be used. The unaudited prospective financial information does not take into account the possible financial and other effects on either Meta or Crestmark, as applicable, of the merger and does not attempt to predict or suggest future results of the combined company following the merger. The information included below does not comprise all of the prospective financial information provided by Meta to Raymond James or by Crestmark to Sandler O’Neill and does not take into account the effect on either Meta or Crestmark, as applicable, of any possible failure to complete the merger. You are strongly cautioned not to place undue reliance on the prospective financial information set forth below. The inclusion of the prospective financial information in this joint proxy statement/prospectus should not be regarded as an indication that any of Meta, Crestmark, Raymond James, Sandler O’Neill or their respective affiliates, advisors or representatives considered or considers such information to be necessarily predictive of 66