STUART, Fla., March 25, 2015 /PRNewswire/ -- Seacoast
Banking Corporation of Florida
(NASDAQ: SBCF) ("Seacoast"), a bank holding company whose principal
subsidiary is Seacoast National Bank ("Seacoast Bank"), and Grand
Bankshares, Inc. ("Grand") announced today the signing of a
definitive agreement pursuant to which Grand will merge with and
into Seacoast. The acquisition will more than double Seacoast's
existing position in Palm Beach
County to create one of the largest local community banks in
the market.
Grand, headquartered in West Palm
Beach, Florida and which operates Grand Bank & Trust of
Florida, will add approximately
$208 million in assets, $184 million in deposits, and $127 million in gross loans to Seacoast's
operations, along with 3 branch locations positioned in
Palm Beach County. Grand was
founded in 1999 and has built a strong deposit franchise, with low
cost core deposits representing 90% of total deposits and
noninterest bearing demand deposits representing 26% of total
deposits. Grand's loan portfolio, which is comprised of
approximately 63% commercial real estate loans, complements Seacoast's existing loan
portfolio.
"We are extremely excited to announce this agreement with Grand
Bankshares, Inc. and look forward to welcoming its customers and
associates into Seacoast Bank. Both banks have a proven track
record of exceptional customer service and support for our
communities," said Dennis S. Hudson,
Seacoast's Chairman and CEO. "This acquisition will allow Seacoast
to substantially grow our customer base in one of the most
important markets in Florida. We are also pleased to announce
that J. Russell Greene, Grand's
President and CEO, will join Seacoast as Executive Vice President
and Palm Beach County market
executive."
"The transaction creates value for our shareholders and
customers by uniting two strong community banks with a long history
of delivering top-notch customer service," said J. Russell Greene. "We are excited about the
additional products and services that Seacoast will bring to our
customer base and the long-term value this transaction creates for
our shareholders."
Under the terms of the definitive agreement, Seacoast will issue
0.3114 Seacoast shares of common stock for each outstanding share
of Grand common and preferred A stock, or a total of approximately
1.09 million shares of Seacoast common stock. Additionally,
Seacoast will pay approximately $1,481,000 in cash for all of Grand's outstanding
shares of preferred B stock, representing the par value of
$1,000 per share of preferred B
stock. Based on Seacoast's 15 day volume weighted average
price of $13.52 on March 24, 2015 and the cash consideration, the
transaction will be valued at approximately $16.2 million. Seacoast expects the acquisition
to be accretive to 2015 and 2016 earnings per share and slightly
accretive to tangible book value per common share. Following the
transaction, Seacoast will maintain its strong capital ratios.
The boards of directors of both Seacoast and Grand have
unanimously approved the transaction. The transaction is expected
to close in the third quarter of 2015, and is subject to approval
by Grand's shareholders, receipt of regulatory approvals and other
customary closing conditions.
Sandler O'Neill & Partners, L.P. served as exclusive
financial advisor and Alston & Bird LLP served as legal counsel
to Seacoast. Hovde Group, LLC served as financial advisor and Smith
Mackinnon, PA served as legal counsel to Grand. Austin
Associates LLC provided a fairness opinion to Grand's board.
Conference Call Details
Seacoast will host a conference call on Thursday, March 26, 2015 at 8:30 a.m. (Eastern Time) to discuss the
merger. Investors may call in (toll-free) by dialing (800)
774-6070 (passcode: 7789246; host: Dennis
S. Hudson). Alternatively, individuals may listen to
the live webcast of the conference call by visiting Seacoast's
website at SeacoastBanking.com. The link is located in the
subsection "Presentations" under the heading "Investor
Services". Beginning the afternoon of March 26, 2015, an archived version of the
webcast can be accessed from this same subsection of the
website. The archived webcast will be available for one
year.
About Seacoast Banking Corporation of Florida (NASDAQ: SBCF)
Seacoast Banking Corporation of Florida is one of the largest community banks
headquartered in Florida with
approximately $3.1 billion in assets
and $2.4 billion in deposits as of
December 31, 2014. The Company
provides integrated financial services including commercial and
retail banking, wealth management, and mortgage services to
customers through 43 traditional branches of its locally-branded
wholly-owned subsidiary bank, Seacoast Bank, and five commercial
banking centers. Offices stretch from Ft. Lauderdale, Boca
Raton and West Palm Beach
north through the Space Coast of Florida, into Orlando and Central
Florida, and west to Okeechobee and surrounding counties.
Important Information for Investors and
Shareholders
This communication does not constitute an offer to sell or
the solicitation of an offer to buy any securities or a
solicitation of any vote or approval, nor shall there be any sale
of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of such jurisdiction. Seacoast Banking
Corporation of Florida
("Seacoast") will file with the Securities and Exchange Commission
("SEC") a registration statement on Form S-4 containing a proxy
statement of Grand Bankshares, Inc. ("Grand") and a prospectus of
Seacoast, and Seacoast will file other documents with respect to
the proposed merger. A definitive proxy statement/prospectus will
be mailed to shareholders of Grand. Investors and security holders
of Grand are urged to read the proxy statement/prospectus and other
documents that will be filed with the SEC carefully and in their
entirety when they become available because they will contain
important information. Investors and security holders will be able
to obtain free copies of the registration statement and the proxy
statement/prospectus (when available) and other documents filed
with the SEC by Seacoast through the website maintained by the SEC
at http://www.sec.gov. Copies of the documents filed with the SEC
by Seacoast will be available free of charge on Seacoast's internet
website or by contacting Seacoast.
Seacoast, Grand, their respective directors and executive
officers and other members of management and employees may be
considered participants in the solicitation of proxies in
connection with the proposed transaction. Information about the
directors and executive officers of Seacoast is set forth in its
proxy statement for its 2014 annual meeting of shareholders, which
was filed with the SEC on April 8,
2014 and its Current Reports on Form 8-K. Other information
regarding the participants in the proxy solicitations and a
description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the proxy
statement/prospectus and other relevant materials to be filed with
the SEC when they become available.
Cautionary Notice Regarding Forward-Looking
Statements
This press release contains "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, and is intended
to be protected by the safe harbor provided by the same.
These statements are subject to numerous risks and uncertainties.
These risks and uncertainties include, but are not limited to, the
following: failure to obtain the approval of shareholders of Grand
in connection with the merger; the timing to consummate the
proposed merger; the risk that a condition to closing of the
proposed merger may not be satisfied; the risk that a regulatory
approval that may be required for the proposed merger is not
obtained or is obtained subject to conditions that are not
anticipated; the parties' ability to achieve the synergies and
value creation contemplated by the proposed merger; the parties'
ability to promptly and effectively integrate the businesses of
Seacoast and Grand; the diversion of management time on issues
related to the merger; the failure to consummate or delay in
consummating the merger for other reasons; changes in laws or
regulations; and changes in general economic conditions. For
additional information concerning factors that could cause actual
conditions, events or results to materially differ from those
described in the forward-looking statements, please refer to the
factors set forth under the headings "Risk Factors" and
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" in Seacoast's most recent Form 10-K report
and to Seacoast's most recent Form 8-K reports, which are available
online at www.sec.gov. No assurances can be given that any of the
events anticipated by the forward-looking statements will transpire
or occur, or if any of them do so, what impact they will have on
the results of operations or financial condition of Seacoast or
Grand.
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SOURCE Seacoast Banking Corporation of Florida