STUART, Fla., March 14, 2016 /PRNewswire/ -- Seacoast
Banking Corporation of Florida
("Seacoast") (NASDAQ: SBCF), the holding company for Seacoast
National Bank, today announced the completion of its acquisition of
Floridian Financial Group, Inc. ("Floridian"), effective
March 11, 2016, pursuant to a
previously announced definitive agreement and plan of merger
between Seacoast and Floridian.
Under the terms of the definitive agreement, each share of
Floridian common stock was converted into the right to receive, at
the election of the holder thereof, merger consideration of either
(i) $12.25 in cash, (ii) 0.8140
shares of Seacoast common stock, or (iii) a combination of
$4.29 in cash and 0.5291 shares of
Seacoast common stock, subject to proration.
This acquisition is Seacoast's third in the attractive and
fast-growing Orlando MSA. Seacoast acquired Winter Park-based BankFIRST in 2014 and
announced its pending acquisition of BMO Harris' franchise in
Orlando on October 15, 2015. The acquisitions of
Floridian and the BMO Harris branches strengthen Seacoast's
position as a leading Florida-based community bank.
Immediately following the merger, Floridian Bank, Floridian's
wholly-owned subsidiary, merged with and into Seacoast's
wholly-owned subsidiary, Seacoast National Bank. Floridian
had approximately $407 million in
assets, $286 million in loans, and
$339 million in deposits as of
December 31, 2015.
"We are excited to welcome Floridian's nearly 5,500 customers to
Seacoast," said Dennis S. Hudson,
III, Seacoast's Chairman and CEO. "This acquisition,
together with the pending BMO Harris transaction, more than doubles
Seacoast's existing market share in the attractive Orlando
MSA."
Seacoast also announced the preliminary results of elections
made by Floridian shareholders as to the form of merger
consideration to be received by such shareholders in connection
with the merger. Of the 6,220,619 shares of Floridian common
stock outstanding as of the March 4,
2016 election deadline, 2,900,062 of the shares of Floridian
common stock, or approximately 46%, elected to receive cash;
1,095,286 of the shares of Floridian common stock, or approximately
18%, elected to receive Seacoast common stock; 783,916 of the
shares of Floridian common stock, or approximately 12%, elected to
receive the mixed election consideration of a combination of cash
and Seacoast common stock; and 1,484,755 of the shares of Floridian
common stock, or approximately 24%, made no election and will
receive the mixed election consideration of a combination of cash
and Seacoast common stock.
After the final results of the election process are determined,
the actual merger consideration, and the allocation of the merger
consideration, will be computed using the formula in the definitive
agreement and plan of merger, and will be based on, among other
things, the actual number of shares of Floridian common stock
outstanding immediately prior to the closing date and the final
results of the election process.
A more complete description of the merger consideration and the
proration procedures applicable to elections is contained in the
Proxy Statement/Prospectus dated January 20,
2016, which was mailed on January 22,
2016 to Floridian shareholders of record as of January 11, 2016.
Transaction Details
FBR & Co. served as exclusive financial advisor and
Cadwalader, Wickersham & Taft LLP served as legal counsel to
Seacoast. Sandler O'Neill & Partners, L.P. served as
financial advisor and Gunster, Yoakley & Stewart, P.A. served
as legal counsel to Floridian. Austin Associates LLC provided
a fairness opinion to Floridian's board.
Customer Information
Floridian customers will benefit immediately from the merger,
with access to Seacoast's full suite of digital banking products,
along with 24/7 local Florida-based customer service.
Additionally, customers will have fee-free access to both Seacoast
and Floridian ATMs, as well as to over 1,000 Publix ATMs across the
Southeast.
About Seacoast Banking Corporation of Florida
Seacoast Banking Corporation of Florida is one of the largest community banks
headquartered in Florida with
approximately $3.5 billion in assets
and approximately $2.8 billion in
deposits as of December 31, 2015. The
Company provides integrated financial services including commercial
and retail banking, wealth management, and mortgage services to
customers through advanced banking solutions, 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. More
information about the Company is available
at SeacoastBanking.com.
About Floridian Financial Group, Inc.
Headquartered in Lake Mary,
Florida, Floridian Financial Group, Inc. was incorporated in
2005 as the bank holding company for Floridian Bank. Locally owned
and operated, Floridian Bank is a state-chartered,
federally-insured, commercial banking institution with nine
full-service banking offices throughout Orange, Seminole, Lake, Volusia
and Flagler Counties. Offering
flexible financing, depository solutions and cash management
services to businesses, professionals, and consumers, "Our People
Make the Difference." For more information, visit
www.floridianbank.com.
Cautionary Notice Regarding Forward-Looking
Statements
This communication 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.
Forward-looking statements can be identified by the use of the
words "anticipate," "expect," "intend," "estimate," "target," and
words of similar import. Forward-looking statements are not
historical facts but instead express only management's beliefs
regarding future results or events, many of which, by their nature,
are inherently uncertain and outside of management's control. It is
possible that actual results and outcomes may differ, possibly
materially, from the anticipated results or outcomes indicated in
these forward-looking statements. Risks and uncertainties to which
these statements are subject include, but are not limited to, the
following: the parties' ability to achieve the synergies and value
creation contemplated by the merger; the parties' ability to
promptly and effectively integrate the businesses of Seacoast and
Floridian; 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 Floridian. Forward-looking statements are
made only as of the date of this communication, and neither
Seacoast nor Floridian undertakes any obligation to update any
forward-looking statements contained herein to reflect events or
conditions after the date hereof.
Logo - http://photos.prnewswire.com/prnh/20141218/165377LOGO
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/seacoast-banking-corporation-of-florida-completes-acquisition-of-floridian-financial-group-300235420.html
SOURCE Seacoast Banking Corporation of Florida