Coast Financial (NASDAQ:CFHI)
Historical Stock Chart
From Jul 2019 to Jul 2024
![Click Here for more Coast Financial Charts. Click Here for more Coast Financial Charts.](/p.php?pid=staticchart&s=N%5ECFHI&p=8&t=15)
Coast Financial Holdings, Inc. (Nasdaq:CFHI), a bank holding company
headquartered in Bradenton, Florida, and First Banks, Inc. (“First
Banks”)(NYSE: FBSPRA), a bank holding company
headquartered in St. Louis, Missouri, jointly announce the signing of an
Agreement and Plan of Merger providing for First Banks to acquire
Coast Financial Holdings, Inc., a Florida bank holding company (“CFHI”),
and its wholly owned banking subsidiary, Coast Bank of Florida, a
Florida state chartered bank (collectively, “Coast”).
Coast operates 20 banking offices in Florida’s
Manatee, Pinellas, Hillsborough and Pasco counties. Coast also has two
planned de novo branch offices, one located in the Pinellas County
community of Clearwater, and the other located in Sarasota County.
Under the terms of the Agreement and Plan of Merger, each outstanding
share of Coast’s common stock will be
converted into and will represent the right to receive an amount equal
to $22,130,793.80 divided by the number of shares of Coast’s
common stock outstanding, or approximately $3.40 in cash, without
interest thereon. This price is subject to adjustment if, on or about
the date that the transaction closes each of the following conditions
exist: (a) Coast’s allowance for loan and
lease losses plus its tangible equity is less than 75% of Coast’s
non-performing loans and leases plus other real estate owned (such
difference is referred to as the “Deficiency”),
and (b) the Deficiency is greater than $1 million. If each of the above
conditions exists on or about the date that the transaction closes, then
the $22,130,793.80 will be reduced to the nearest $500,000 increment,
upward or downward, to the full amount of the Deficiency and the per
share merger price will be reduced accordingly.
The transaction, which is subject to regulatory and shareholder
approvals and certain closing conditions, is expected to be completed
during the fourth quarter of 2007. The proposed transaction will be
submitted to Coast’s stockholders for their
consideration at a special meeting, subject to the mailing of a
definitive proxy statement. Management of First Banks and Coast expect a
smooth transition in this process.
First Banks is one of the largest privately-held bank holding companies
in the United States with nearly $10.5 billion in assets at June 30,
2007. First Banks operates 197 offices throughout Missouri, Illinois,
Texas and California and employs nearly 2,700 employees.
Terrance M. McCarthy, President and Chief Executive Officer of First
Banks, said, “This is a unique opportunity
for First Banks to establish an immediate and solid foundation on the
central west coast of Florida with a strong customer base and branch
presence. With the acquisition of nine banking locations within Manatee
County alone, and another 11 in and around the Tampa/Pinellas market
area, this transaction will establish a solid framework for further
strategic growth opportunities in this vibrant area.”
CFHI Chairman James K. Toomey stated, “We
have had discussions with First Banks for some time now, and through
these discussions we have come to know the organization as one of high
integrity, high standards and a commitment to excellence.”
Mr. Toomey continued, “We believe our
proposed alignment with First Banks is a solid decision which serves the
best interest of Coast Bank customers, employees, CFHI shareholders and
the communities we serve.”
Mr. McCarthy added, “We believe Coast Bank
customers will benefit not only from the financial strength First Banks
brings to the organization, but also through a more extensive line of
products and services. Combining the strengths of our product lines and
a commitment to provide superior customer service, which mirrors the
highly-regarded community bank culture already established at Coast
Bank, we are confident customers will benefit greatly from this
alignment.” Mr. McCarthy elaborated, “First
Banks will continue to focus on the strong retail banking business of
Coast while also expanding the commercial segment of the business,
providing commercial loans and other financial services to small to
mid-sized businesses in the Tampa Bay region and Manatee County.”
Anne V. Lee, Coast Acting President and Chief Executive Officer also
sees significant benefit for Coast Bank customers. “First
Banks has a very diverse and broad product line, offering many products
we have not been in a position to offer, including trust, brokerage and
investment management.” Ms. Lee continued, “Having
these products and many other new services available will further
enhance the convenience of banking with us.”
Coast Bank customers can expect a smooth transition, according to Mr.
Toomey. “First Banks is well known in the
financial services industry for merger and acquisition expertise, having
successfully acquired 26 banks, an insurance brokerage agency, an
insurance premium financing company and a loan origination business in
the last ten years.”
“All of these transactions were completed in
a very timely fashion,” Mr. Toomey added.
Steven F. Schepman, Executive Vice President and Director of Corporate
Development and Business Segments, said, “Expanding
into Florida has been a part of First Banks’
long-term strategic plan and Coast represents an opportunity for us to
establish ourselves in this desirable market. The people at Coast have
done an excellent job of building a good deposit franchise and
foundation from which First Banks can build in Florida, in much the same
way we have done with our entry into Texas in 1994, California in 1995
and then our significant expansion in Chicago in 2004. Throughout the
history of First Banks, we have successfully entered new markets in
major metropolitan areas as well as smaller communities and demonstrated
our ability to grow the franchise while developing long-term
partnerships in the communities we serve. It is an exciting moment in
our history as our bank enters a fifth state and we expand our footprint
which will provide further opportunities for growth and delivery of our
full range of financial services.”
At June 30, 2007, First Banks reported assets of $10.48 billion, loans,
net of unearned discount, of $7.99 billion, deposits of $8.75 billion
and stockholders’ equity of $832.3 million.
At March 31, 2007, Coast reported assets of $834.1 million, loans, net
of unearned discount, of $593.8 million, deposits of $742.4 million and
stockholders’ equity of $55.0 million. Coast
anticipates announcing its second quarter results on August 3, 2007.
Coast was advised by Sandler O’Neill &
Partners, LP, in the transaction and legal counsel was provided by
Carlton Fields, P.A. Thompson Coburn, LLP served as legal counsel to
First Banks.
In connection with the proposed transaction, Coast will promptly file
with the Securities and Exchange Commission (the “Commission”)
a Current Report on Form 8-K, which will include the merger agreement
and related documents, and will also file with the Commission in the
near future a proxy statement. STOCKHOLDERS OF COAST ARE ENCOURAGED TO
READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE
COMMISSION WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The proxy statement
will be sent to stockholders of Coast in connection with the Coast’s
solicitation of their adoption of the merger agreement between Coast and
First Banks. Once filed, investors and stockholders will be able to
obtain a free copy of that document and other documents filed by Coast
with the Commission at the Commission’s
website located at www.sec.gov. In
addition, after it is filed, the proxy statement also will be available
from Coast by contacting Coast Financial Holdings, Inc, 1301 - 6th
Avenue, Suite 300, Bradenton, Florida 34205 Attention: Justin D. Locke,
Secretary (941) 752-5900 or by visiting the CFHI website at www.coastbankflorida.com.
This press release is neither a solicitation of a proxy, nor an offer to
purchase nor a solicitation of an offer to sell shares of Coast.
Coast is not currently engaged in a solicitation of proxies of the
security holders of Coast. However, once a solicitation commences, the
directors, executive officers, and certain other members of management
of Coast may be soliciting proxies in favor of the transaction from Coast’s
stockholders. For information regarding about these directors, executive
officers, and other members of management, please refer to Coast’s
Annual Report on Form 10-K/A filed on May 1, 2007, which is available at
Coast’s website and on the Commission’s
website, and at the address provided in the preceding paragraph.
About First Banks, Inc.:
First Banks, headquartered in St. Louis, Missouri, is one of the largest
privately-held bank holding companies in the United States with nearly
$10.5 billion in assets at June 30, 2007. First Banks, through its
wholly owned subsidiary, First Bank, offers telephone and internet
banking, debit cards, brokerage services, employee benefit and
commercial and personal insurance services, remote deposit, automated
teller machines, safe deposit boxes, mortgage banking, and trust,
private banking and institutional money management services. In addition
to a broad array of deposit products, including packaged accounts for
more affluent customers, and sweep accounts, lock-box deposits and cash
management products for commercial customers, First Banks also offers a
broad menu of loan products, including commercial, financial and
agricultural loans, real estate construction and development loans,
commercial real estate loans, small business lending, asset-based loans,
trade financing, insurance premium financing, residential real estate,
home equity and installment loans.
About Coast Financial Holdings, Inc.:
Coast Financial Holdings, Inc. through its banking subsidiary, Coast
Bank of Florida (www.coastfl.com),
operates 20 full-service banking locations in Manatee, Pinellas,
Hillsborough and Pasco counties, Florida. Coast Bank of Florida is a
commercial bank that provides full-service banking operations to its
customers from its headquarters location and from branch offices in
Bradenton, Longboat Key, Seminole, Dunedin, Clearwater, Kenneth City,
Brandon, St. Petersburg, Lutz, Largo and Pinellas Park.
This press release and other statements made or to be made by First
Banks’ or Coast’s
management may contain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act regarding the companies,
the proposed merger and the effects of the proposed merger on the
companies. These statements include, but are not limited to, statements
relating to projections and estimates of earnings, revenues,
cost-savings, expenses, or other financial items; statements of
management’s plans, strategies, and
objectives for future operations, and management’s
expectations as to future performance and operations and the time by
which objectives will be achieved; statements concerning proposed new
products and services; and statements regarding future economic,
industry, or market conditions or performance. Forward-looking
statements are typically identified by words or phrases such as
"believe," "expect," "anticipate," "project," and conditional verbs such
as "may," "could," and "would," and other similar expressions or verbs.
Such forward-looking statements reflect management’s
current expectations, beliefs, estimates, and projections regarding
either of the companies, their industry and future events, and are based
upon certain assumptions made by their respective management teams.
These forward-looking statements are not guarantees of future
performance and necessarily are subject to risks, uncertainties, and
other factors (many of which are outside the control of the companies
that could cause actual results to differ materially from those
anticipated. These risks, uncertainties, and other factors include,
among others: changes in general economic or business conditions, either
nationally or in the states in which each of the companies conduct
operations, changes in the interest rate environment, changes in the
regulatory environment, and other risks described in First Banks’
Form 10-K for the fiscal year ended December 31, 2006 and Coast’s
Form 10-K for the year ended December 31, 2006, and as described from
time to time by Coast or First Banks in other reports filed by them with
the Commission. With respect to the proposed merger, additional risks
include, but are not limited to, the following factors: governmental
approval of the merger may not be obtained or adverse regulatory
conditions may be imposed in connection with governmental approvals of
the merger; the stockholders of Coast may fail to provide the required
approval to consummate the merger.
Any forward-looking statement speaks only to the date on which the
statement is made, and the companies disclaim any obligation to update
any forward-looking statement, whether as a result of new information,
future events or otherwise. If the companies do update any
forward-looking statements, no inference should be drawn that the
companies will make additional updates with respect to that statement or
any other forward-looking statements.