Columbia Bancorp (NASDAQ:CBMD)
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Columbia Bancorp to Merge with Fulton Financial Corporation
COLUMBIA, Md., July 26 /PRNewswire-FirstCall/ -- Columbia Bancorp (NASDAQ:
CBMD), based in Columbia, MD, today announced that it has signed a definitive
agreement to merge with Fulton Financial Corporation (NASDAQ:FULT), based in
Lancaster, Pennsylvania with assets of $12.1 billion. Columbia Bancorp's sole
banking subsidiary is The Columbia Bank, also based in Columbia.
Columbia Bancorp, with approximately $1.3 billion in assets, operates 19
full-service community banking offices and five retirement community banking
offices in Howard, Montgomery, Prince George's and Baltimore Counties as well
as Baltimore City.
John M. Bond, Jr., Chairman and CEO of Columbia Bancorp and Rufus A. Fulton,
Jr., Chairman and CEO of Fulton Financial Corporation made the merger
announcement jointly today.
"We are delighted to join the Fulton Financial family," said Bond. "As we
considered strategic alternatives, it became clear that a combination with
Fulton was the best choice. We share Fulton's corporate culture, we like the
way they operate their organization, and we appreciate Fulton's recognition of
our successes to date. We know that our ability to leverage the size and
strength of Fulton Financial while retaining our name, our board, our employees
and the ability to make decisions locally will benefit our communities in the
years to come. We also believe that our stockholders will benefit from an
opportunity to hold shares in a larger and more diversified organization."
"We are very pleased that Columbia Bancorp has made the decision to join Fulton
Financial," said Fulton. "This transaction will be our third acquisition in
Maryland, and our largest acquisition to date. Thanks to the hard work of its
employees, The Columbia Bank enjoys the largest market share (16.62%) in Howard
County, Maryland and has been very successful in other markets as well. The
Columbia Bank market area is geographically central to our existing franchise
in Pennsylvania, New Jersey, Delaware, Maryland and Virginia."
Fulton Financial will acquire all issued and outstanding shares of common stock
of Columbia Bancorp. According to the merger agreement, each share of Columbia
Bancorp common stock outstanding at the time of the merger will be exchanged
for a combination of Fulton Financial common stock and cash based on a "cash
election merger" structure.
Each Columbia Bancorp stockholder will have the ability to elect to receive
100% of the merger consideration in FFC stock, 100% in cash, or a combination
of FFC stock and cash. Their elections will be subject to prorating to achieve
a result where, at a minimum, 20% and, at a maximum, 50% of Columbia Bancorp's
outstanding shares will be converted into the cash consideration. Those shares
of Columbia Bancorp's stock that will be converted into FFC stock would be
exchanged based on a fixed exchange ratio of 2.325 shares of FFC stock for each
share of Columbia Bancorp's stock. Those shares of Columbia Bancorp stock that
will be converted into cash will be converted into $42.48 per share of Columbia
Bancorp stock.
Based on the $18.49 per share closing price of Fulton Financial stock today,
July 26, 2005, and the minimum cash consideration, the transaction is valued at
approximately $313 million. As of June 30, Columbia Bancorp had approximately
6.9 million shares of common stock outstanding. The price represents a
multiple of 3.42 times Columbia Bancorp's common stockholders' equity as of
June 30, 2005. The price equates to 21.0 times Columbia Bancorp's trailing
12-month earnings per share as of June 30, 2005.
The acquisition is subject to approval by the Federal Reserve, the Maryland
Commissioner of Financial Regulation and by Columbia Bancorp shareholders. It
is expected to close in the first quarter of 2006. Upon completion of its
acquisition of Columbia Bancorp, Fulton Financial Corporation intends to retain
The Columbia Bank as a separate subsidiary. Mr. Bond will remain Chairman and
CEO. John A. Scaldara, Jr., currently President and COO, will continue to
serve in this capacity after the merger. The current board of The Columbia
Bank will remain after completion of the transaction, and it is anticipated
that Mr. Bond will join the Board of Directors of Fulton Financial Corporation.
Fulton Financial Corporation operates 232 banking offices in Pennsylvania,
Maryland, Delaware, New Jersey and Virginia through the following affiliates:
Fulton Bank, Lancaster, PA; Lebanon Valley Farmers Bank, Lebanon, PA; Swineford
National Bank, Middleburg, PA; Lafayette Ambassador Bank, Easton, PA; FNB Bank,
N.A., Danville, PA; Hagerstown Trust, Hagerstown, MD; Delaware National Bank,
Georgetown, DE; The Bank, Woodbury, NJ; The Peoples Bank of Elkton, Elkton, MD,
Skylands Community Bank, Hackettstown, NJ; Premier Bank, Doylestown, PA;
Resource Bank, Virginia Beach, VA; First Washington State Bank, Windsor, NJ and
Somerset Valley Bank, Somerville, NJ.
Fulton Financial Corporation's financial services affiliates include Fulton
Financial Advisors, N.A., Lancaster, PA; Fulton Insurance Services Group, Inc.,
Lancaster, PA; and Dearden, Maguire, Weaver and Barrett, LLC, West Conshohocken,
PA.
Residential mortgage lending is offered through Fulton Mortgage Company and
Resource Mortgage.
Additional information on Fulton Financial Corporation is available on the
Internet at http://www.fult.com/. Additional information on Columbia Bancorp
can be found at http://www.thecolumbiabank.com/.
Columbia Bancorp and its officers and directors may be deemed to be
participants in the solicitation of proxies from Columbia Bancorp's
stockholders with respect to the transactions contemplated by the merger
agreement. Information regarding Columbia Bancorp's named executive officers
and directors is included in Columbia Bancorp's Proxy Statement for its 2005
Annual Meeting, filed with the SEC on March 16, 2005. Columbia Bancorp's 2005
Proxy Statement also discloses the interests of such officers and directors in
the event of an acquisition of Columbia Bancorp (including, among other things,
the acceleration of certain benefits or rights upon a "change-in- control").
Columbia Bancorp's Annual Report on Form 10-K, filed with the SEC on March 15,
2005, also contains disclosures concerning agreements with Columbia Bancorp's
officers. Columbia Bancorp's 2005 Proxy Statement and Annual Report on Form
10-K are each available free-of-charge at the SEC's web site at
http://www.sec.gov/ and from Columbia Bancorp upon request.
John M. Bond, Jr., Chairman and CEO of Columbia Bancorp and The Columbia Bank,
and John A. Scaldara, Jr., President and COO of Columbia Bancorp and The
Columbia Bank, have entered into employment agreements with The Columbia Bank
that become effective upon completion of the merger. As of the date of this
news release, Columbia Bancorp is not aware of any director or officer who
beneficially owns in excess of 5% of Columbia Bancorp common stock, except as
disclosed in its 2005 Proxy Statement.
Safe Harbor Statement:
Except for historical information contained herein, the matters discussed in
this release are forward-looking statements. Investors are cautioned that all
forward-looking statements involve risks and uncertainty, including without
limitation, the ability to achieve anticipated merger related operational
efficiencies, the ability to enhance revenues through increased market
penetration, expanded lending capacity and product offerings and other risks
detailed from time to time in Fulton's and Columbia Bancorp's SEC filings,
including Forms 10-Q and 10-K (copies of which are available from Fulton
without charge in hard copy or online at http://www.sec.gov/). Fulton and
Columbia Bancorp disclaim any intention or obligation to publicly update or
revise any forward-looking statements, whether as a result of events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
Additional Information and Where to Find It:
It is expected that Fulton will file a Registration Statement on Form S-4, that
Fulton and Columbia Bancorp will file a Proxy Statement/Prospectus with the SEC
in connection with the proposed transaction, and that Columbia Bancorp will
mail the Proxy Statement/Prospectus to stockholders of Columbia Bancorp
containing information about the merger. Investors and security holders are
urged to read the Registration Statement and the Proxy Statement/Prospectus
carefully when they are available. The Registration Statement and the Proxy
Statement/Prospectus will contain important information about Fulton, Columbia
Bancorp, the acquisition of Columbia Bancorp by Fulton, the persons soliciting
proxies relating to the merger, their interests in the merger and related
matters. Investors and security holders will be able to obtain free copies of
these documents through the website maintained by the SEC at
http://www.sec.gov/. Free copies of the Proxy Statement/Prospectus and these
other documents may also be obtained from Fulton by directing a request to
George R. Barr, Secretary, at (717) 291-2411 or from Columbia Bancorp by
directing a request to John A. Scaldara, Jr., President and COO, at 410-423-
8012.
In addition to the Registration Statement and the Proxy Statement/Prospectus,
Fulton and Columbia Bancorp file annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and copy any
reports, statements or other information at the SEC public reference room in
Washington, D.C. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Fulton's and Columbia Bancorp 's filings with the
SEC are also available to the public from commercial document-retrieval services
and at the web site maintained by the SEC at http://www.sec.gov/.
DATASOURCE: Columbia Bancorp
CONTACT: John M. Bond, Jr., Chairman and CEO, +1-410-423-8010, or John
A. Scaldara, Jr., President and COO, +1-410-423-8012
Web site: http://www.thecolumbiabank.com/
http://www.fult.com/
Company News On-Call: http://www.prnewswire.com/comp/127921.html