JACKSONVILLE, Fla.,
May 10 /PRNewswire – First Call/ --
Jacksonville Bancorp, Inc. (Nasdaq: JAXB) ("JAXB"), the bank
holding company for The Jacksonville Bank, and Atlantic BancGroup,
Inc. (Nasdaq: ATBC) ("ATBC"), the bank holding company for
Oceanside Bank, today announced the signing of a definitive merger
agreement providing for the merger of ATBC into JAXB. The
merger agreement also contemplates the consolidation of Oceanside
Bank into The Jacksonville Bank. Additionally, JAXB announced
the signing of a stock purchase agreement with four private
investors led by CapGen Capital Group IV LP ("CapGen") providing
for $30 million in new capital
through the sale of newly issued shares of JAXB common stock
subject to completion of the mergers. The transactions have
been approved by the Boards of Directors of each company and are
subject to regulatory approval, shareholders' approvals, and other
customary conditions. JAXB and ATBC expect to close the
transaction in late third quarter of 2010.
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Gilbert J. Pomar, III, President
and CEO of The Jacksonville Bank, and Barry
Chandler, President and CEO of Oceanside Bank, jointly
announced the agreement. "The acquisition of Oceanside Bank
is consistent with our strategy to expand our presence and way of
banking throughout the city," said Mr. Pomar. "The
$30 million in new capital will not
only give us a powerful balance sheet in a challenging economy, but
also the ability to grow and serve new customers as the markets
improve. Oceanside is a perfect partner for the future
because we share the same values."
Mr. Chandler stated, "We are excited about joining forces with
The Jacksonville Bank. We believe that a well-capitalized
local bank run by local people will offer our customers and our
shareholders the most benefit in the long run. This is truly
a unique opportunity. I'm thrilled to be a part of the new
team."
Under the terms of the merger agreement, ATBC shareholders will
receive 0.2 shares of JAXB common stock for each share of ATBC
common stock. Additionally, ATBC shareholders may receive
cash of up to approximately $0.65 per
share, subject to the qualifying sale of certain ATBC assets.
A total of approximately 250,000 shares of JAXB common stock
is expected to be issued to ATBC shareholders.
Under the terms of the stock purchase agreement, JAXB will issue
approximately 3 million shares of its common stock at a price of
$10.00 per share. The largest
investment is coming from CapGen, which has agreed to purchase
approximately $20 million. John
Sullivan of CapGen will become a new director of the combined
company pending the closing of the transactions, joining CapGen
principal John Rose, who is a
current JAXB director.
Mr. Pomar will become President and CEO of the combined banks,
and Mr. Chandler will become City President of the Beaches. Additionally, JAXB
announced that Price W. Schwenck has joined the management team as
CEO and will assist with the assimilation of the two organizations.
Mr. Schwenck, the former Regional President of First Union
National for North Florida, has
been Chairman of The Jacksonville Bank since it commenced business
in May 1999. It is anticipated that
Don Glisson, Jr., the current
Chairman of ATBC, will join the Board of Directors of the combined
company upon completion of the transactions.
At March 31, 2010, JAXB had total
assets of approximately $452 million
and shareholders' equity of approximately $26.2 million. Founded in 1999, it serves
its customers through five offices located in the greater
Jacksonville area. At
March 31, 2010, ATBC had total assets
of approximately $286 million and
shareholders' equity of approximately $9.3
million. Founded in 1997, it serves its customers
through four offices located in eastern Jacksonville and the Jacksonville Beaches.
Upon completion of the merger, the combined company will have
approximately $760 million in assets
and approximately $60 million in
equity.
The merger is subject to approval by ATBC's shareholders.
The sale of the JAXB common stock and other aspects of the
transaction are subject to approval by JAXB shareholders and to
regulatory approvals. JAXB will file a registration
statement, including a proxy statement and prospectus and other
relevant documents concerning the proposed transaction with the
SEC.
Shareholders of ATBC and JAXB are urged to read the
registration statement and the proxy statement and prospectus
regarding the proposed transaction when it becomes available and
any other relevant documents filed with the SEC, as well as any
amendments or supplements to those documents, because these will
contain important information. Shareholders of ATBC and
JAXB will be able to obtain a free copy of the proxy
statement and prospectus, other SEC filings that will be
incorporated by reference into the proxy statement and prospectus,
as well as other filings containing information about JAXB and ATBC
at the SEC's Internet site (http://www.sec.gov).
Shareholders of ATBC and JAXB will also be able to obtain
these documents, free of charge, at www.jaxbank.com
and www.oceansidebank.com.
JAXB and ATBC, and their respective directors and executive
officers, may be deemed to be participants in the solicitation of
proxies from their shareholders in connection with the approvals
sought for the transactions described herein. Information
about the directors and executive officers of JAXB and their
ownership of JAXB common stock is set forth in the proxy statement,
dated March 29, 2010, for JAXB's 2010
annual meeting of shareholders, as filed with the SEC. Information
about the directors and executive officers of ATBC and their
ownership of ATBC common stock is set forth in ATBC's annual report
on Form 10-K for the year ended December 31,
2009, as filed with the SEC.
Additional information regarding the interests of those
participants and other persons who may be deemed participants in
the proxy solicitation may be obtained by reading the proxy
statement and prospectus regarding the proposed transactions when
it becomes available. Shareholders of ATBC and JAXB may obtain free
copies of these documents as described above.
CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS
The information presented above may contain "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995, including, without limitation,
(i) statements about the expected benefits of the merger
between JAXB and ATBC, including future financial and operating
results, cost savings, enhanced revenues, the expected market
position of the combined company, and the accretion or dilution to
reported earnings and to cash earnings that may be realized from
the transaction; (ii) statements about JAXB's and ATBC's
plans, objectives, expectations and intentions and other statements
that are not historical facts, including the expected closing date
of the transactions; and (iii) other statements identified by
words such as "will," "expect," "may," "believe," "propose,"
"anticipated," and similar words.
Forward-looking statements, which are statements with respect to
our beliefs, plans, objectives, goals, expectations, anticipations,
estimates and intentions, involve known and unknown risks,
uncertainties and other factors, which may be beyond our control,
and which may cause the actual results, performance or achievements
of JAXB or ATBC to be materially different from future results,
performance or achievements expressed or implied by such
forward-looking statements. Neither JAXB nor ATBC undertake to
update any forward-looking statements. In addition, JAXB and
ATBC, through their senior management, may from time to time make
forward-looking public statements concerning the matters described
herein. Such forward-looking statements are necessarily
estimates reflecting the best judgment of such senior management
based upon current information and involve a number of risks and
uncertainties.
All written or oral forward-looking statements attributable to
JAXB and ATBC, respectively, are expressly qualified in their
entirety by this cautionary notice, including, without limitation,
those risks and uncertainties described in JAXB's and ATBC's
respective annual reports on Form 10-K for the year ended
December 31, 2009, and otherwise in
their respective subsequent SEC reports and filings.
Factors that may cause actual results to differ materially from
those contemplated by such forward-looking statements include,
without limitation, the following: unexpected transaction costs,
including the costs of integrating operations; the risks that the
businesses will not be integrated successfully or that such
integration may be more difficult, time-consuming or costly than
expected; the potential failure to fully or timely realize expected
revenues and revenue synergies, including as the result of revenues
following the merger being lower than expected; the risk of deposit
and customer attrition; changes in deposit mix; unexpected
operating and other costs, which may differ or change from
expectations; the risks of customer and employee loss and business
disruption, including, without limitation, as the result of
difficulties in maintaining relationships with employees; increased
competitive pressures and solicitations of customers by
competitors; changes in the interest rate environment reducing
interest margins; legislation or regulatory changes that adversely
affect the business in which the combined company would be engaged;
as well as the difficulties and risks inherent with entering new
markets.
SOURCE Jacksonville Bancorp, Inc.