First National Bankshares Of Florida To Acquire First Bradenton Bank, Expanding Its Financial Services Franchise
01 Juli 2004 - 12:01AM
PR Newswire (US)
First National Bankshares Of Florida To Acquire First Bradenton
Bank, Expanding Its Financial Services Franchise NAPLES, Fla., June
30 /PRNewswire-FirstCall/ -- First National Bankshares of Florida,
Inc. (NYSE:FLB), a diversified financial services company focused
on expansion in the high-growth Florida market, today announced the
signing of a definitive agreement to acquire First Bradenton Bank
based in Bradenton, Florida. Upon completion of the merger, First
Bradenton Bank will join First National Bank of Florida, First
National Bankshares' subsidiary bank. (Logo:
http://www.newscom.com/cgi-bin/prnh/20031230/FNBFLOGO ) Established
in 1997, First Bradenton Bank is a state-chartered commercial bank
with one banking location in Bradenton, Florida. As of March 31,
2004, First Bradenton Bank had $60.5 million in assets and $55.5
million in deposits. Once the merger is completed, First National
Bankshares will have $5.1 billion in total assets and $3.9 billion
in total deposits with 76 full- service financial centers located
throughout South and Central Florida, including its planned
acquisition of Southern Community Bancorp in September 2004. "We
are pleased to announce our initial entry in the fast-growing
Bradenton/Manatee County area," said Gary L. Tice, Chairman and
Chief Executive Officer of First National Bankshares. "The
acquisition of First Bradenton Bank will help fill a gap in our
Florida franchise and provide us with opportunities to expand not
only our traditional banking services but also our complete line of
wealth management and insurance products." The transaction will be
structured as a tax-free merger, with shareholders of First
Bradenton Bank receiving shares of First National Bankshares'
common stock in exchange for their First Bradenton Bank shares.
Based upon First National Bankshares' closing price on June 29,
2004, of $18.91 per share, the transaction has a total value of
approximately $8.3 million, representing 1.7 times First Bradenton
Bank's book value. The merger has been approved by the Board of
Directors of both companies and is expected to close during the
fourth quarter of 2004. The transaction is subject to normal
closing conditions and regulatory approvals. Operational
integration of First Bradenton Bank into First National Bank is
anticipated to occur during the fourth quarter of 2004. "We are
excited about the opportunity to partner with a successful,
community-minded organization that shares so many of our values,"
said Thomas L. Hodgson, President and Chief Executive Officer of
First Bradenton Bank. "By joining forces with First National our
customers will retain very high levels of service and gain access
to a wider range of financial products and services. We look
forward to joining the First National family." According to its
internal projections, First National Bankshares expects the
transaction to be neutral to both GAAP and cash earnings per share
in 2004. The transaction is projected to be slightly accretive to
both GAAP and cash earnings per share in 2005 and 2006. First
National Bankshares expects pre-tax cost savings of approximately
$350,000, mainly in the areas of data processing, staff reductions,
and accounting and other professional fees. Located at the southern
end of Tampa Bay, the Bradenton/Manatee County market has
experienced significant growth with an average annual population
growth rate of 2.97 percent between 2000 and 2004. During that same
period, the county led the state in the rate of job growth at
approximately 15 percent. In addition, the per capita income in
Bradenton/Manatee County is $35,772, which is well above the state
average of $31,242. "The affiliation of First Bradenton Bank will
enable us to extend our unique brand of community banking to our
neighbors in Manatee County," said William C. Young, the Sarasota
and Manatee County market President and CEO for First National
Bank. "We expect to follow this transaction and build market share
with additional branches." About First National Bankshares First
National Bankshares of Florida, Inc. is a $4.0 billion diversified
financial services company headquartered in Naples, Florida. In
addition to traditional banking, the company provides a complete
line of insurance and wealth management services with 59
full-service financial centers located throughout Southwest and
Central Florida. The company's stock is traded on the New York
Stock Exchange under the symbol "FLB." On March 22, 2004, First
National Bankshares of Florida announced the planned acquisition of
Southern Community Bancorp. Headquartered in Orlando, Florida,
Southern Community has more than $1 billion in total assets and
$893 million in total deposits with 18 full-service banking offices
located throughout South and Central Florida. The transaction,
which is subject to normal regulatory and shareholder approvals, is
expected to close in the third quarter of 2004. Once the merger is
completed, all Southern Community Bank branches will become part of
First National Bank of Florida. For more information, visit the
company's Web site at http://www.firstnationalbankshares.com/.
About First Bradenton Bank Headquartered in Bradenton, Florida,
First Bradenton Bank is a privately held commercial bank operating
in Manatee County. The bank provides a broad range of traditional
community banking services through its single office location. As
of March 31, 2004, the bank had $60.5 million in total assets and
$55.5 million in total deposits. Transaction Summary Shares to be
issued, including shares/ underlying options (1)(2) 439,666
Aggregate transaction value (3)(4) Approximately $8.3 million Form
of consideration 100% common stock Break-up fee $250,000 Expected
closing Fourth Quarter 2004 Anticipated merger-related expenses
Approximately $150,000 Anticipated post merger cost savings
$350,000 (24% of First Bradenton's 2004 estimated non- interest
expenses) Anticipated goodwill $3.5 million Anticipated core
deposit intangibles $350,000 First Bradenton Bank options To be
converted into the right to purchase FLB common stock. Due
diligence Completed Walk-away provision If FLB common stock trades
at an average price of less than $14.56 for a specified period
prior to closing, FBB has the right to terminate transaction.
Required approvals Regulatory and First Bradenton Bank shareholder
approval Pricing overview Price to estimated 2004 EPS (5) 20.5x
Price to estimated 2005 EPS (5) 13.1x Pro forma tangible equity to
assets (3/31/04) 5.11% Notes: (1) Subject to reduction if the
closing price of FLB common stock exceeds $19.42 during a specified
period prior to the merger. (2) Adjusted for 3% stock dividend to
be paid on July 15, 2004, to FLB shareholders of record on June 30,
2004. (3) Based on the closing price of FLB common stock on June
29, 2004. (4) Includes dilutive impact of stock options. (5)
Adjusted for conversion from S-Corp to C-Corp status. Except for
the historical and present factual information contained herein,
the matters set forth in this press release, including statements
as to the expected closing dates of the acquisitions of First
Bradenton Bank and Southern Community Bancorp, financial and
operating results, benefits and synergies of the merger, future
opportunities and any other effect, result or aspect of the
transactions, 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 mergers, 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'
reports filed with the Securities and Exchange Commission. First
National Bankshares disclaims any responsibility to update these
forward-looking statements. CONTACT: Clay W. Cone Vice President,
Director of Corporate Communications 239-436-1676
http://www.newscom.com/cgi-bin/prnh/20031230/FNBFLOGO
http://photoarchive.ap.org/ DATASOURCE: First National Bankshares
Of Florida, Inc. CONTACT: Clay W. Cone, Vice President, Director of
Corporate Communications, First National Bankshares Of Florida,
Inc., +1-239-436-1676 Web site:
http://www.firstnationalbankshares.com/
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