BRADENTON, Fla. and ST. LOUIS, Aug. 3 /PRNewswire-FirstCall/ --
Coast Financial Holdings, Inc. (NASDAQ:CFHI), a bank holding
company headquartered in Bradenton, Florida, and First Banks, Inc.
("First Banks"), 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 by August 9, 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 http://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
http://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 (http://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. Contacts:
Terrance M. McCarthy Tramm Hudson First Banks, Inc. Coast Financial
Holdings, Inc. President and Chief Executive Officer Special
Advisor 314/592-5000 941/993-5902 Steven F. Schepman Anne V. Lee
First Banks, Inc. Coast Financial Holdings, Inc. Executive Vice
President and Director Chief Executive Officer of Acting President
and Corporate 941/752-5900 Development and Business Segments
314/592-5000 DATASOURCE: Coast Financial Holdings, Inc. CONTACT:
Terrance M. McCarthy, President and Chief Executive Officer, or
Steven F. Schepman, Executive Vice President and Director of Acting
President and Corporate Development and Business Segments,
+1-314-592-5000, both of First Banks, Inc.; or Tramm Hudson,
Special Advisor, +1-941-993-5902, or Anne V. Lee Chief, Executive
Officer, +1-941-752-5900, both of Coast Financial Holdings, Inc.
Web site: http://www.coastfl.com/ http://www.coastbankflorida.com/
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