National Commerce Corporation Announces Closing of Merger with Landmark Bancshares, Inc.
01 August 2018 - 12:00PM
National Commerce Corporation (Nasdaq:NCOM) (“NCC”), the parent
company of National Bank of Commerce (“NBC”), headquartered in
Birmingham, Alabama, announced today the completion of the merger
of Landmark Bancshares, Inc. (“Landmark”), the parent company of
First Landmark Bank, headquartered in Marietta, Georgia, with and
into NCC. In connection with the transaction, First Landmark
Bank also merged with and into NBC. As a result of the
transaction, the former offices of First Landmark Bank are now
offices of NBC but will continue to operate under the “First
Landmark Bank” trade name.
“We are pleased to welcome the First Landmark
Bank team,” said Richard Murray, IV, President and Chief Executive
Officer of NCC. “Stan Kryder, Terry DeWitt and their team
have built a great bank, and we believe that they and their team
will be an excellent fit for our company. We look forward to
working together with Stan and Terry as they lead our growth in the
greater Atlanta market.”
“This transaction supports our efforts to serve
the banking needs of the constituencies that we serve,” said R.
Stanley Kryder, Chief Executive Officer of Landmark. “By joining a
growing enterprise like NCC with existing operations in the
Atlanta, Georgia metro area, we believe that we are well-positioned
to create value in our markets in a way that benefits our
customers, employees and local communities.”
In connection with the merger, William D. Smith,
Jr., a director of Landmark and First Landmark Bank, has been
appointed to the Boards of Directors of both NCC and NBC. Mr.
Smith currently serves as President of Little & Smith, Inc., an
independent insurance agency that has been recognized nationally as
the top insurance firm in its class by the Independent Insurance
Agents and Brokers Association.
Stephens Inc. acted as financial adviser to NCC,
and Maynard, Cooper & Gale, P.C. acted as its legal
adviser. Sandler O’Neill & Partners, L.P. acted as
financial adviser to Landmark, and Bryan Cave Leighton Paisner LLP
acted as its legal adviser.
About National Commerce Corporation
National Commerce Corporation (Nasdaq:NCOM), a
Delaware corporation, is a financial holding company headquartered
in Birmingham, Alabama. Its wholly-owned subsidiary, National Bank
of Commerce, provides a broad array of financial services for
commercial and consumer customers through seven full-service
banking offices in Alabama, twenty-five full-service banking
offices in Florida and five full-service banking offices in the
Atlanta, Georgia metro area. National Bank of Commerce conducts
business under a number of trade names unique to its local markets,
including United Legacy Bank, Reunion Bank of Florida, Private Bank
of Buckhead, Private Bank of Decatur, PrivatePlus Mortgage, Patriot
Bank, FirstAtlantic Bank, Premier Community Bank of Florida and
First Landmark Bank.
Additionally, National Bank of Commerce owns a
majority stake in Corporate Billing, LLC, a transaction-based
finance company based in Decatur, Alabama that provides factoring,
invoicing, collection and accounts receivable management services
to transportation companies and automotive parts and service
providers throughout the United States and parts of Canada.
National Commerce Corporation files periodic
reports with the U.S. Securities and Exchange Commission (the
“SEC”). Copies of its filings may be obtained through the
SEC’s website at www.sec.gov or at
www.nationalbankofcommerce.com. More information about
National Commerce Corporation and National Bank of Commerce may be
obtained at www.nationalbankofcommerce.com.
Forward-Looking Statements
Certain statements contained in this press
release that are not statements of historical fact constitute
forward-looking statements for which NCC claims the protection of
the safe harbor provisions contained in the Private Securities
Litigation Reform Act of 1995 (the “Act”), notwithstanding that
such statements are not specifically identified as such. In
addition, certain statements may be contained in NCC’s future
filings with the SEC, in press releases and in oral and written
statements made by NCC or with NCC’s approval that are not
statements of historical fact and that constitute forward-looking
statements within the meaning of the Act. Words such as
“believes,” “anticipates,” “expects,” “intends,” “targeted,”
“continue,” “remain,” “will,” “should,” “may” and other similar
expressions are intended to identify forward-looking statements but
are not the exclusive means of identifying such statements.
Forward-looking statements (including oral
representations) involve risks and uncertainties that may cause
actual results to differ materially from any future results,
performance or achievements expressed or implied by such
statements. These risks and uncertainties include
difficulties, delays and unanticipated costs in integrating NBC’s
and First Landmark Bank’s businesses or realizing expected cost
savings and other benefits; business disruptions as a result of the
integration of the merging organizations, including possible loss
of customers; diversion of management time to address
transaction-related issues; and changes in asset quality and credit
risk as a result of the merger. These risks also include a
number of factors related to the business of NCC and the banking
business generally, including risks to stockholders of not
receiving dividends; risks to NCC’s ability to pursue growth
opportunities; various risks to the price and volatility of NCC’s
common stock; NCC’s ability to incur additional financial
obligations in the future; risks associated with NCC’s possible
pursuit of future acquisitions; economic conditions in NCC’s
current service areas, including the new service areas created by
the merger; system failures; unauthorized access to nonpublic
personal information of our customers resulting from cybersecurity
breaches or otherwise; losses of large customers; disruptions in
relationships with third-party vendors; losses of key management
personnel and the inability to attract and retain highly qualified
management and personnel in the future; changes in the extensive
governmental legislation and regulations governing banking; high
costs of regulatory compliance; the impact of legislation and
regulatory changes on the banking industry; and liability and
compliance costs regarding banking regulations.
Forward-looking statements made by NCC in this
press release or elsewhere speak only as of the date on which the
statements were made. You are advised to read the risk
factors in NCC’s most recently filed Annual Report on Form 10-K and
subsequent filings with the SEC, which are available through the
website maintained by the SEC at www.sec.gov or by accessing
information available at www.nationalbankofcommerce.com. New
risks and uncertainties arise from time to time, and it is
impossible for NCC to predict these events or how they may affect
it or its anticipated results. NCC has no duty to, and does
not intend to, update or revise the forward-looking statements in
this press release, except as may be required by law. In
light of these risks and uncertainties, readers should keep in mind
that any forward-looking statement made in this press release may
not occur. All information presented herein is as of the date
of this release unless otherwise noted.
Contact Information
Richard Murray,
IV
President and Chief Executive OfficerNational Commerce
Corporation
(205) 313-8100
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