AmeriServ Financial Announces Court Denial of Driver Injunction

Finance


Court finds unlikely to prevail on legitimacy of driver’s allegations

Company will hold annual meeting on May 26, 2023 to ask shareholders to vote for AmeriServ’s board nominees to support its strategic direction

Johnstown, Pennsylvania, May 23, 2023–(BUSINESS WIRE)–AmeriServ Financial, Inc. (“AmeriServ” or the “Company”) (NASDAQ: ASRV) today announced that the United States District Court for the Western District of Pennsylvania (the “Court”) has dismissed. A petition for preliminary injunction by Driver Opportunity Partners I LP (“Driver”) to postpone his 2023 Annual Meeting of Shareholders (“Annual Meeting”) of the Company. The Annual General Meeting will be held on May 26, 2023 as scheduled.

In March 2023, AmeriServ announced that its Board of Directors (“Board”) determined that its purported Notice of Driver Nomination was void due to material defects and failure to comply with the Company’s Articles of Incorporation. The driver then filed a lawsuit in court. In an opinion released this week, the court said: “The driver failed to meet his obligation to prove that he was likely to win based on his claim.” […]” The court also declared that “Driver’s inability to elect a director nominee at its 2023 Annual Meeting is entirely the result of Driver’s own failure and not of Ameriserv’s actions.”

AmeriServ is represented in legal proceedings by Stevens & Lee, PC and Vinson & Elkins LLP.

The board encourages shareholders to vote.”for all“Among AMERISERV Candidates”
(Richard “Rick” W. Bloomingdale, David J. Hickton, Daniel A. Honorato)
by using our services Money proxy card.

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If you have any questions, need assistance voting your shares, or need additional copies of your proxy materials, please contact our proxy attorneys.

Morrow Sodali LLC
509 Madison Avenue Suite 1206
New York, New York 10022
Toll-free number for shareholders: (800) 662-5200
Brokers, Banks and Other Candidates Call Collect: (203) 658-9400
Email: ASRV@investor.morrowsodali.com

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About AmeriServ Financial, Inc.

AmeriServ Financial, Inc. is the parent company of AmeriServ Financial Bank and AmeriServ Trust and Financial Services Company located in Johnstown, Pennsylvania. Our subsidiaries provide full-service banking and wealth management services through 17 community offices in southwest Pennsylvania and Hagerstown, Maryland. The company also operates loan production offices in Altoona and Monroeville, Pennsylvania. As of March 31, 2023, AmeriServ had total assets of $1,346 million and a book value of $6.18 per share of common stock. For more information, please visit www.ameriserv.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Securities Exchange Act of 1934, as amended, and is subject to the safe harbors set forth therein. Such statements are not historical facts and represent management’s current beliefs and strategies regarding management’s beliefs and strategies, new and existing programs and products, relationships, opportunities, technology, market conditions, dividend programs and future payment obligations. Contains expressions about expectations. These statements “continue”, “expect”, “see”, “believe”, “anticipate”, “may”, “will”, “should”, “plan” , and may be identified by forward-looking terms such as “strategy”. ” or similar statements. Actual results may differ materially from such forward-looking statements and you should not rely on any forward-looking statements. Factors that could cause results to differ materially from such forward-looking statements include, but are not limited to, unexpected changes in financial markets, the level of inflation and the direction of interest rates. yeah. Changes in earnings from certain financial assets and liabilities held at fair value. competition level. Loan and investment prepayments differ from our assumptions. Inadequate provision for credit losses. Higher than expected levels of loan write-offs and delinquencies. A material adverse change in our business or earnings; economic decline in our market regions; Changes in relationships with key customers. Change in effective income tax rate. Cash flow levels higher or lower than expected. Inability to hire or retain qualified employees. Lower deposit levels or loss of alternative funding sources. Decrease in loan origination or inability to complete an ongoing loan. changes in laws and regulations; adopting, interpreting and implementing accounting statements; operational risks, including the risk of fraud by employees, customers or outsiders; Unforeseen impact of our banking platform. the risks and uncertainties associated with the duration of the COVID-19 pandemic and the steps government authorities may take to contain the pandemic or address its impact; the cost and reputational impact to us resulting from the ongoing proxy battle and related litigation; and the inability to successfully introduce or expand new business areas or new products or services. These forward-looking statements involve risks and uncertainties that may cause AmeriServ’s results to differ materially from management’s current expectations. Such risks and uncertainties are described in AmeriServ’s Annual Report on Form 10-K for the year ended December 31, 2022 filed on March 27, 2023 (“ SEC”) filings. Statements of opinion are based on the beliefs and assumptions of AmeriServ’s management and on currently available information. The statements in this press release are made as of the date of this press release, even if subsequently published by AmeriServ on its website or otherwise. AmeriServ undertakes no obligation to publicly update or revise any forward-looking statements.

Important additional information

The Company, its directors, director nominees and certain executive officers participate in the solicitation of proxies from the Company’s stockholders in connection with the Annual General Meeting. The Company has filed a definitive proxy statement and power of attorney. Money In connection with the solicitation of proxies from our stockholders, we plan to issue a proxy card with the SEC on April 26, 2023. All shareholders of the Company are strongly encouraged to read such proxy statements. Money The proxy card and all other documents contain important information about the annual meeting, so please file all documents with the SEC carefully when they become available. Our definitive proxy statement for our Annual Meeting contains information regarding the direct and indirect interests of our directors, director nominees and executive officers in their holdings or other interests in our securities. Information regarding subsequent changes in holdings of our securities can be found in our SEC filings on Forms 3, 4 and 5 available from our website at http://investors.ameriserv.com/sec-filings/insider. It is listed. – File or through the SEC’s website (www.sec.gov). Information is also set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed March 27, 2023. Shareholders may obtain a final power of attorney, amendments or supplements to the power of attorney. Other documents filed with the SEC by the Company are available free of charge on the SEC’s website at www.sec.gov. Copies are also available free of charge at our website at http://investors.ameriserv.com/sec-filings/documents.

View the source version on businesswire.com. https://www.businesswire.com/news/home/20230522005753/en/

contact address

Longacre Square Partners
Joe Germani / David Rheingold
jgermani@longacresquare.com / dreingold@longacresquare.com



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