First Natl Bancshares Fla (NYSE:FLB)
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First National Bankshares of Florida, Inc. Continues Growth Strategy with
Acquisition of Southern Community Bancorp
NAPLES, Fla., March 22 /PRNewswire-FirstCall/ -- First National Bankshares of
Florida, Inc. and Southern Community Bancorp jointly announced today the
signing of a definitive agreement in which First National Bankshares will
acquire Southern Community Bancorp. The acquisition will significantly enhance
First National Bankshares' existing Florida franchise and enable the company to
expand into several new banking markets.
(Logo: http://www.newscom.com/cgi-bin/prnh/20031230/FNBFLOGO )
Headquartered in Orlando, Florida, Southern Community Bancorp is the holding
company for Southern Community Bank of Central Florida, Southern Community Bank
of Southwest Florida and Southern Community Bank of South Florida. As of
February 29, 2004, the company had $984 million in total assets and $852 million
in deposits with 18 offices serving Naples, Bonita Springs, Fort Myers, Orlando,
Lake Mary, Altamonte Springs, Longwood, Winter Park, Daytona Beach, Port Orange,
Ormond Beach, Boca Raton, Fort Lauderdale, Palm Beach, Palm Beach Gardens and
West Palm Beach.
"This acquisition fits perfectly with our strategic plan for growth in the
Florida market in several ways," said Gary L. Tice, Chairman and Chief Executive
Officer of First National Bankshares. "First, it will significantly increase our
presence in the greater Orlando area, a fast-growing market that we entered only
two years ago. Secondly, this acquisition will enable us to extend our highly
successful banking operations to the East Coast, which includes some of the most
demographically attractive markets in the entire state. Finally, we will enjoy
expanded opportunities for marketing our extensive financial services."
Under the terms of the definitive agreement, First National Bankshares will
exchange 1.62 shares of its common stock for each share of Southern Community
Bancorp common stock in a tax-free exchange. The exchange ratio is subject to
reduction if the average closing price of First National Bankshares' common
stock exceeds $20.00 per share over a specified period prior to the merger.
Based upon First National Bankshares' March 19, 2004 closing price of $17.52 per
share, the transaction has a total indicated value of $226 million. In order to
mitigate the dilutive impact of Southern Community's stock options, First
National Bankshares will issue approximately $25 million in trust preferred
securities to fund the purchase of approximately 1.1 million of its common
shares.
First National Bankshares expects the transaction to be 1.0% accretive to GAAP
earnings per share in 2005 and 1.7% accretive to GAAP earnings per share in
2006. On a cash basis, the transaction is expected to be 0.9% accretive to
earnings per share in 2005 and 2.5% accretive to earnings per share in 2006. The
transaction also is expected to enhance book value per share and will be neutral
to both regulatory capital and tangible capital.
Due diligence has already been completed. The transaction, which is subject to
normal regulatory and shareholder approvals, is expected to close in the third
quarter of 2004.
Charlie W. Brinkley, Jr., Chairman and Chief Executive Officer of Southern
Community Bancorp, stated, "This merger combines two organizations which share a
common community banking philosophy with solid financial performance and
excellent credit quality. We are particularly delighted to be partnering with a
group that is specificallyfocused on serving the local banking needs of
Floridians. This merger also will benefit our customers, who will enjoy a
greatly expanded network of conveniently located, full-service financial centers
as well as a broader array of financial products and services."
Brinkley will continue to serve in a leadership role by joining the Board of
Directors of First National Bankshares of Florida and serving as Vice Chairman.
All other key members of Southern Community's senior leadership team will also
join First National Bankshares and/or its community banking subsidiary First
National Bank of Florida.
Once the merger is completed, all Southern Community Bank branches will become
part of First National Bank of Florida. First National Bank will then have 77
full-service financial centers, approximately $5 billion in total assets and
nearly $4 billion in deposits, making it the largest, independent commercial
bank headquartered in the state of Florida.
"This merger provides us with an excellent branchsystem and a tremendous
opportunity to market a broad range of business and retail banking services to a
growing customer base," said Garrett S. Richter, President and Chief Executive
Officer of First National Bank of Florida. "We are particularly excited about
the opportunity to offer a complete line of wealth management, investment and
insurance products to our new customers."
As previously stated, the acquisition will provide First National Bank with an
entry into some of Florida's most attractive markets. Palm Beach County, for
example, leads the state in per capita income at $45,312, according to the
University of Florida Bureau of Economic and Business Research. The county also
ranks third based on total population.
First National Bank alsowill increase market share in several key markets. In
the greater Orlando area, for example, First National Bank will add six banking
offices and $388 million in deposits. Once the merger is completed, the bank
will have 12 offices and $620 million in total deposits, placing it among the
top six financial institutions in that market.
First National Bankshares of Florida will host a conference call to discuss the
acquisition of Southern Community Bancorp today at 2 p.m. Eastern Time. This
conference call will be available by dialing 1-800-346-7359, with the entry code
#1160. For those unable to listen to the live call, a replay will be available
from 4 p.m. on March 22, 2004 until midnight on March 29, 2004, by dialing
1-800-332-6854, with the entry code #1160.
About First National Bankshares
First National Bankshares of Florida, Inc. is a $3.8 billion diversified
financial services company headquartered in Naples, Florida. The company
provides a wide variety of community banking, insurance andwealth management
services with 59 full-service financial centers located throughout Southwest and
Central Florida. The company's common stock is traded on the New York Stock
Exchange under the symbol "FLB."
About Southern Community Bancorp
Headquartered in Orlando, Florida, Southern Community Bancorp is the bank
holding company for three state-chartered commercial banks operating throughout
Florida. Southern Community provides a broad range of traditional community
banking services. It has $984 million in total assets and $852 million in
deposits with 18 banking offices.
Transaction Summary
Exchange ratio (1) 1.62 FLB shares per SCB share
Implied price per SCB
common share (2) (3) $28.38
Aggregate transaction value (3) Approximately $226 million
Form of consideration 100% common stock
Break-up fee $7.5 million
Expected closing Third Quarter 2004
Anticipated merger-related costs Approximately $5 million after-tax
Anticipated post
merger cost savings $2.7 million (12% of 2004 estimated
non-interest expenses)
Anticipated goodwill $122 million
Anticipated core
deposit intangibles $14.6 million
Southern Community
Bancorp options To be converted into the right to
purchase FLB common stock based on
the exchange ratio. FLB plans to
purchase shares of its common stock
to fund option exercises.
Due diligence Completed
Walk-away provision If FLB common stock trades at an
average price of less than $15.00 for
a specified period prior to closing,
SCB has the right to terminate
transaction.
Required approvals Regulatory and shareholder approval
from both companies
Pricing overview
Price to estimated 2004 EPS 25.1x
Price to estimated 2005 EPS 18.1x
Price to adjusted 12/31/03
book value ($9.52) 2.98x
Price to adjusted 12/31/03
tangible book value ($9.39) 3.02x
Pro forma tangible equity to
assets at closing (12/31/04) 5.19x
Notes:
(1) Subject to reduction if the closing price of FLB common stock
exceeds $20.00 during a specified period prior to the merger
(2) Based on the closing price of FLB common stock on March 19, 2004
(3) Includes dilutive impact of stock options
Additional information on the acquisition of Southern Community Bancorp can be
found by visiting First National Bankshares's web site at
http://www.firstnationalbankshares.com/
Except for the historical and present factual information contained herein, the
matters set forth in this release, including statements as to the expected date
of the closing of the acquisition of Southern Community Bancorp by First
National Bankshares of Florida, Inc.,financial and operating results, benefits
and synergies of the merger, future opportunities and any other effect, result
or aspect of the transaction, and other statements identified by words such as
"believes," "expects," "projects," "plans," "anticipates," and similar
expressions, are forward-looking statements within the meaning of the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995. Such
statements involve risks and uncertainties including, but not limited to, costs,
delays, and any other difficulties related to the merger, failure of the parties
to satisfy closing conditions, risks and effects of legal and administrative
proceedings and governmental regulations, future financial and operating
results, competition, economic conditions, ability to manage and continue
growth, and other risk industry factors as detailed from time to time in First
National Bankshares' and Southern Community Bancorp's reports filed with the
SEC. First National Bankshares and Southern Community Bancorp disclaim any
responsibility to update these forward-looking statements.
First National Bankshares will file with the Securities and Exchange Commission
a Registration Statement on Form S-4, which will contain the prospectus of First
National Bankshares relating to the shares to be issued in the merger, and the
proxy statements of First National Bankshares and Southern Community Bancorp
relating to the special meetings of shareholders of First National Bankshares
and Southern Community Bancorp at which the merger agreement will be considered
and voted upon by their respective shareholders, as well as other relevant
documents concerning the proposed merger. Investors are urged to read the joint
proxy statement/prospectus when it becomes available and any other relevant
documents filed with the SEC because they will contain important information.
You will be able to obtain the Form S-4 Registration Statement, including the
exhibits filed therewith free of charge at the website maintained by the SEC at
http://www.sec.gov/. In addition, you may obtain documents filed with the SEC by
First National Bankshares free of charge by requesting them in writing from
First National Bankshares, 2150 Goodlette Road N., Naples, Fl., 34102,
Attention: Corporate Secretary, or by telephone at (800) 262-7600. You may
obtain documents filed with the SEC by Southern Community Bancorp free of charge
by requesting them in writing from Southern Community Bancorp, 175 Timacuan
Boulevard, Lake Mary, Fl., 32746.
First National Bankshares, Southern Community Bancorp and their directors and
executive officers may be deemed to be participants in the solicitation of
proxies from their respective shareholders in connection with the merger.
Information about such directors and executive officers and their ownership of
First National Bankshares and Southern Community Bancorp stock is or will be set
forth in the proxy statement for each company's 2004 annual meeting of
shareholders which will be incorporated by reference in the Form S-4
Registration Statement to be filed with the SEC and in the joint proxy
statement/prospectus to be mailed to First National Bankshares and Southern
Community Bancorp shareholders. Investors may obtain additional information
regarding the interests of such participants by reading the proxy
statement/prospectus when it becomes available.
CONTACT: Clay W. Cone
Vice President, Director of
Corporate Communications
239-436-1676
http://www.newscom.com/cgi-bin/prnh/20031230/FNBFLOGODATASOURCE: First National
Bankshares of Florida, Inc.
CONTACT: Clay W. Cone, Vice President, Director of Corporate
Communications, of First National Bankshares of Florida, Inc.,
+1-239-436-1676
Web site: http://www.firstnationalbankshares.com/