Integrity Financial (NASDAQ:IFCB)
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From Jul 2019 to Jul 2024
Michael C. Miller, Chairman, President and Chief
Executive Officer of FNB Corp. (FNB) (NASDAQ:FNBN) and W. Alex Hall,
Jr., President and Chief Executive Officer of Integrity Financial
Corporation (Integrity) (NASDAQ:IFCB) today announced the signing of
a definitive agreement for the merger of Integrity into FNB to create
a new bank holding company to be known as FNB United Corp. (FNB
United). The agreement provides that FNB will issue a combination of
common stock and cash for the outstanding shares of Integrity common
stock. Integrity shareholders will receive 0.8743 shares of FNB common
stock and $5.20 in cash for each share of Integrity common stock.
Based on a value per share of $23.65, the transaction price represents
188% of Integrity's book value as of June 30, 2005 and the total
transaction value is approximately $123.9 million.
The merger of Integrity with FNB to form FNB United creates a $1.8
billion bank holding company with 41 community offices in 17 counties
extending from the Central and Southern Piedmont and Sandhills to the
Foothills and Mountains of Western North Carolina, providing quality
banking and wealth management services in vibrant, growing markets. In
May of 2005, FNB announced its agreement to acquire United Financial
Inc., with offices in Burlington, Graham, and Hillsborough, flanking
the Research Triangle area.
David E. Cline, Integrity Board Chairman, stated, "This
transaction provides Integrity shareholders with significant and
immediate value, and the opportunity to participate as shareholders in
a larger institution that has a track record of success and return to
its shareholders."
"We are particularly excited to welcome the Integrity Financial
team of employees of First Gaston Bank and Catawba Valley Bank, and
its division Northwestern Bank, into the FNB family. We believe that
combining our franchises will enable us to take advantage of
significant growth opportunities and to serve some of the greatest
markets in North Carolina," commented FNB President Miller. "Expansion
along the Interstate Highway corridors through the growth areas of
North Carolina has been a strategic priority for FNB Corp., and
Integrity's significant presence along the I-77 interstate corridor
and the Charlotte-metro, foothills and mountain locations positions
our resulting bank holding company for service, growth and expansion
in some of the best markets in North Carolina. Combined with our de
novo entry with our first of two new YES! Banks in Greensboro, the
addition of the Integrity team and our pending merger with United
Financial creates the platform for a growing, powerhouse banking
franchise."
"We are extremely pleased to partner with FNB Corp. and First
National," added Hall, Integrity CEO. "First National has long been
known as one of the strongest community banks in North Carolina and
the country, and we share a common vision with regard to community
banking and customer service."
In the merger, 78% of the total number of outstanding shares of
Integrity common stock will be exchanged for FNB common stock and the
remaining 22% will be exchanged for cash. The stock portion of the
consideration to Integrity shareholders is intended to qualify as a
tax-free transaction. All outstanding Integrity stock options will be
assumed by FNB. As part of the agreement, four members of Integrity's
Board of Directors will be added to the Board of FNB.
Steve Ikerd, Catawba Valley Bank Chairman, said, "First National's
YES YOU CAN(R) - YES WE CAN(R) brand promise is ideally suited for our
customers and communities. We look forward to building on Integrity's
success in our markets through the combination of our companies with
this strong franchise."
Loretta P. Dodgen, First Gaston Bank Chairwoman, concurred. "The
merger improves our ability to serve our customers, expands career
opportunities for our employees and enhances the value we provide to
the communities we serve."
According to Hall, plans will continue to merge Integrity's
subsidiaries, Catawba Valley Bank and First Gaston Bank, into one
banking subsidiary prior to closing. Each community bank office will
continue for the present time to operate and do business under present
operating identities as Catawba Valley Bank, Northwestern Bank or
First Gaston Bank. FNB plans to merge all banking subsidiaries into
one charter sometime in the third or fourth quarter of 2006 in order
to maximize branding and marketing synergies.
"Our staff has shown great dedication and we are pleased that
Integrity Financial has continued to build on the positive trends
established in the first and second quarters of this year," said Hall.
"Our improved earnings this year have been driven by much improved
credit quality and will help provide a springboard for the future
success of our combined companies."
The transaction is subject to certain conditions, including the
approval of Integrity and FNB shareholders and applicable regulatory
authorities. The merger is anticipated to close in the early second
quarter of 2006.
FNB Corp. is the central North Carolina-based bank holding company
for First National Bank and Trust Company and Dover Mortgage Company.
Assets as of June 30, 2005 were $905 Million. Chartered in 1907, First
National (www.MyYesBank.com) operates 21 community YES! Banks in
Archdale, Asheboro, Biscoe, China Grove, Ellerbe, Greensboro,
Kannapolis, Laurinburg, Pinehurst, Ramseur, Randleman, Rockingham,
Salisbury, Seagrove, Siler City, Southern Pines and Trinity. Dover
Mortgage Company (www.dovermortgage.com) operates mortgage production
offices in Carolina Beach, Charlotte, Goldsboro, Greenville, Lake
Norman, Leland, Raleigh and Wilmington. Through its subsidiaries, FNB
offers a complete line of consumer, mortgage and business banking
services, including loan, deposit, cash management, wealth management
and internet banking services. The Federal Deposit Insurance
Corporation insures First National's deposits up to applicable limits.
Integrity Financial (www.integrityfinancialcorp.com) is the parent
company for Catawba Valley Bank and First Gaston Bank. Catawba Valley
Bank began operations in 1995 and operates 12 community offices in
Hickory, Mooresville, Newton and Statesville. Northwestern Bank of
Wilkesboro began operations in 1992, operating community offices in
Boone, Millers Creek, Taylorsville, Wilkesboro and West Jefferson and
was acquired by Catawba Valley in 2002. First Gaston Bank commenced
operations in 1995 and operates five community offices in Belmont,
Dallas, Gastonia, Mt. Holly and Stanley. Integrity had assets of $668
million as of June 30, 2005.
United Financial is the parent company for Alamance Bank
(www.alamancebank.com), which began operations in September 1998.
Alamance Bank had total assets of $151 million as of June 30, 2005. It
operates three full service banking offices in central North Carolina,
two in Alamance County (Graham and Burlington) and the only
independent bank office in Orange County (Hillsborough).
FNB stock is traded on the NASDAQ National Market under the symbol
FNBN. Market makers are Scott & Stringfellow, Keefe, Bruyette & Woods,
Goldman Sachs, FIG Partners, Ferris Baker Watts, Knight Securities,
Ryan Beck & Company, Sandler O'Neill & Partners and Stern Agee and
Leach. Integrity stock is traded on the NASDAQ SmallCap Market under
the symbol IFCB. Market makers are Wachovia Securities, Scott &
Stringfellow, Stern, Agee & Leach, Ryan Beck & Company and Anderson &
Strudwick.
This news release contains forward-looking statements, including
estimates of future operating results and other forward-looking
financial information for FNB and Integrity. These estimates
constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 and involve various
risks and uncertainties. Actual results may differ materially due to
such factors as: (1) expected cost savings from the merger not
materializing within the expected time frame; (2) revenues following
the merger not meeting expectations; (3) competitive pressures among
financial institutions increasing significantly; (4) costs or
difficulties related to the integration of the businesses of FNB and
Integrity being greater than anticipated; (5) general economic
conditions being less favorable than anticipated; and (6) legislation
or regulatory changes adversely affecting the business in which the
combined company will be engaged. FNB does not assume any obligation
to update these forward-looking statements or to update the reasons
why actual results could differ from those projected in the
forward-looking statements.
FNB will file a registration statement with the Securities and
Exchange Commission relating to the merger. The registration statement
will include a joint proxy statement/prospectus, which will serve as
the proxy statement of FNB and Integrity relating to the solicitation
of proxies for use at the meetings of their respective shareholders to
approve the merger and the prospectus of FNB relating to the offer and
distribution of FNB common stock in the merger. Investors are urged to
read the joint proxy statement/prospectus and any other relevant
documents to be filed with the Securities and Exchange Commission
because they contain important information. Investors will be able to
obtain these documents free of charge at the Commission's web site
(www.sec.gov). In addition, documents filed with the Commission by FNB
will be available free of charge from the Treasurer and Secretary, FNB
Corp., 101 Sunset Avenue, Asheboro, North Carolina 27203.
The directors and executive officers of Integrity may be
soliciting proxies in favor of the merger from the shareholders of
Integrity. Information about these directors and executive officers is
contained in the most recent proxy statement issued by Integrity,
copies of which may be obtained from the Secretary, Integrity
Financial Corporation., 39 Second Street, N.W., Hickory, North
Carolina 28601. Additional information regarding the interests of
these persons may be obtained by reading the joint proxy
statement/prospectus regarding the proposed transaction when it
becomes available.
The directors and executive officers of FNB may be soliciting
proxies in favor of the merger from the shareholders of FNB.
Information about these directors and executive officers is contained
in the most recent proxy statement issued by FNB, copies of which may
be obtained from the Secretary, FNB Corp., 101 Sunset Avenue,
Asheboro, North Carolina 27203. Additional information regarding the
interests of these persons may be obtained by reading the joint proxy
statement/prospectus regarding the proposed transaction when it
becomes available.