SOUTHERN PINES and GREENSBORO, N.C., June
22, 2016 /PRNewswire/ -- First Bancorp (Nasdaq: FBNC)
the parent company of First Bank, announced today the signing
of a definitive merger agreement under which First Bancorp will
acquire Carolina Bank Holdings, Inc. (Nasdaq: CLBH) the parent
company of Carolina Bank, in a cash
and stock transaction with a total current value of approximately
$97.3 million, or $19.26 per share.
The merger agreement has been unanimously approved by the boards
of directors of each company. The transaction is expected to
close in the fourth quarter of 2016 or first quarter of 2017 and is
subject to customary conditions, including regulatory approval and
approval by Carolina Bank Holdings shareholders. Subject to
the terms of the merger agreement, Carolina Bank Holdings
shareholders will receive either 1.002 shares of First Bancorp's
common stock or $20.00 in cash for
each share of Carolina Bank Holdings common stock, subject to the
total consideration being 75% stock / 25% cash, which equates to a
deal value of $19.26 per share based
on First Bancorp's closing stock price on June 21, 2016 of $18.98.
Carolina Bank currently operates
eight banking locations in the Greensboro-High
Point, Burlington and
Winston-Salem, NC MSAs, along with
three mortgage loan offices. Carolina Bank Holdings reported assets
of $706 million, gross loans of
$491 million and deposits of
$601 million as of March 31, 2016. The acquisition complements
First Bancorp's recent branch exchange announcement and the hiring
of a team of bankers in the Piedmont Triad area.
"Carolina Bank is an outstanding
addition to our company as we continue our expansion into higher
growth markets," said Richard Moore,
Chief Executive Officer of First Bancorp, "We are excited to
welcome Carolina Bank's customers,
employees, and communities into the First Bancorp family, and look
forward to continuing to develop upon the strong foundation
Carolina Bank has built in the
Piedmont Triad."
Upon completion of the acquisition, the combined company will
have approximately $4.1 billion in
assets, $3.0 billion in loans and
$3.4 billion in deposits. This
transaction represents a strategic and financially attractive
combination for both companies' shareholders and will solidify
First Bancorp's position as one of the top community banks in North
Carolina.
"We are pleased to have this opportunity to join with First
Bancorp. The combination provides strong value for our
shareholders, including the opportunity to benefit as First Bancorp
shareholders going forward," said Robert
Braswell, President & CEO of Carolina Bank
Holdings. "The combination also provides valuable additional
products and services for our customers, an expanded branch
network, and new opportunities for our employees."
Keefe, Bruyette & Woods, Inc. served as financial advisor to
First Bancorp and Nelson Mullins
Riley & Scarborough provided legal counsel. Sandler
O'Neill + Partners served as financial advisor to Carolina Bank, and Wyrick Robbins Yates & Ponton LLP served as
legal counsel.
INVESTOR PRESENTATION
Further information on the terms of this transaction will be
included in Form 8-Ks to be filed by First Bancorp and Carolina
Bank Holdings, Inc. with the Securities and Exchange Commission
(the "SEC").
First Bancorp
First Bancorp is the holding company for First Bank and is
headquartered in Southern Pines, North
Carolina. The company currently operates 88 bank branches,
with 75 branches operating in North
Carolina, six branches in South
Carolina (Cheraw,
Dillon, Florence, and Latta), and seven branches in Virginia (Abingdon, Blacksburg, Christiansburg, Fort Chiswell, Radford, Salem and Wytheville), where First Bank does business as
First Bank of Virginia. On
March 3, 2016, First Bank entered
into an agreement with First Community Bank, Bluefield, Virginia, pursuant to which First
Bank will exchange its seven branches in Virginia for six of First Community Bank's
branches in North Carolina. Four
of the branches to be acquired by First Bank are located in
Winston-Salem, one in Mooresville and one in Huntersville. Subject to regulatory approval
and the satisfaction of customary closing conditions, the branch
exchange transaction is expected to close in the third quarter of
2016.
Carolina Bank Holdings, Inc.
Carolina Bank Holdings, Inc. is the holding company for
Carolina Bank and is headquartered
in Greensboro, North Carolina. The
company currently operates eight full-service banking locations
within the Piedmont Triad region of North
Carolina, including three branches in Greensboro, one branch in each of Asheboro, High
Point, and Burlington, and
two branches in Winston-Salem.
FORWARD-LOOKING STATEMENTS
This press release contains certain forward-looking statements,
including certain plans, expectations, goals, and projections, and
including statements about the benefits of the merger between First
Bancorp and Carolina Bank which are
subject to numerous assumptions, risks, and uncertainties. Actual
results could differ materially from those anticipated by such
statements for a variety of factors including, without limitation:
the businesses of First Bancorp and Carolina Bank may not be integrated successfully
or such integration may take longer to accomplish than expected;
the expected cost savings and any revenue synergies from the merger
may not be fully realized within the expected timeframes;
disruption from the merger may make it more difficult to maintain
relationships with clients, associates, or suppliers; the required
governmental approvals of the merger may not be obtained on the
proposed terms and schedule; the shareholders of Carolina Bank may not approve the merger.
ADDITIONAL INFORMATION ABOUT THE PROPOSED TRANSACTION AND WHERE
TO FIND IT
This communication is being made in respect of the proposed
transaction involving First Bancorp and Carolina Bank. This material is not a
solicitation of any vote or approval of Carolina Bank's shareholders and is not a
substitute for the proxy statement/prospectus or any other
documents which First Bancorp and Carolina
Bank may send to their respective shareholders in connection
with the proposed merger. This communication does not
constitute an offer to sell or the solicitation of an offer to buy
any securities.
In connection with the proposed transaction, First Bancorp
intends to file with the SEC a Registration Statement on Form S-4
that will include a proxy statement of Carolina Bank and a prospectus of First Bancorp,
as well as other relevant documents concerning the proposed
transaction. Investors and security holders are also urged to
carefully review and consider each of First Bancorp's and
Carolina Bank's public filings with
the SEC, including but not limited to their Annual Reports on Form
10-K, their proxy statements, their Current Reports on Form 8-K and
their Quarterly Reports on Form 10-Q. Both Carolina Bank and
First Bancorp will mail the joint proxy statement/prospectus to the
shareholders of Carolina Bank.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, INVESTORS AND
SHAREHOLDERS OF CAROLINA BANK ARE URGED TO CAREFULLY READ THE
ENTIRE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS
REGARDING THE PROPOSED MERGER WHEN IT BECOMES AVAILABLE AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders may obtain a free copy of the proxy
statement/prospectus (when available) and other filings containing
information about First Bancorp and Carolina Bank at the SEC's website at
www.sec.gov. Investors and security holders may also obtain free
copies of the documents filed with the Securities and Exchange
Commission by First Bancorp on its website at
http://www.localfirstbank.com and by Carolina Bank on its website at
http://www.carolinabank.com
First Bancorp, Carolina Bank and
certain of their respective directors and executive officers, under
the SEC's rules, may be deemed to be participants in the
solicitation of proxies of Carolina
Bank's shareholders in connection with the proposed
transaction. Information about the directors and executive officers
of First Bancorp and their ownership of First Bancorp common stock
is set forth in the proxy statement for First Bancorp's 2016 Annual
Meeting of Shareholders, as filed with the SEC on Schedule 14A on
April 4, 2016. Information about the
directors and executive officers of Carolina Bank and their ownership of
Carolina Bank's common stock is set
forth in the proxy statement for Carolina Bank Holdings, Inc.'s
2016 Annual Meeting of Shareholders, as filed with the SEC on a
Schedule 14A on April 5, 2016.
Additional information regarding the interests of those
participants and other persons who may be deemed participants in
the transaction may be obtained by reading the joint proxy
statement/prospectus regarding the proposed transaction when it
becomes available. Free copies of this document may be
obtained as described in the preceding paragraph.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/first-bancorp-to-acquire-carolina-bank-holdings-inc-300288504.html
SOURCE Carolina Bank Holdings, Inc.