First National Bancshares, Inc. and Carolina National Corporation Agree to Merge
August 27 2007 - 9:35AM
PR Newswire (US)
SPARTANBURG and COLUMBIA, S.C., Aug. 27 /PRNewswire-FirstCall/ --
First National Bancshares, Inc. ("First National") (NASDAQ:FNSC)
and Carolina National Corporation ("Carolina National")
(NASDAQ:CNCP) jointly announced today that they have entered into a
definitive agreement to merge, creating a premier community banking
franchise in the state of South Carolina. Jerry L. Calvert, First
National's President and Chief Executive Officer, said, "We are
very excited to add Carolina National's team to our growing
organization. We view Columbia as an important market in South
Carolina and this transaction is a key strategic move to accelerate
our growth from our existing loan production office there. We are
very impressed by the accomplishments of Carolina National's board
of directors, management team and employees as they have built a
strong franchise in Columbia over the past five years. We look
forward to welcoming Carolina National's customers, employees and
shareholders to our combined company." Under the terms of the
definitive agreement, Carolina National's shareholders may elect to
receive either 1.4678 shares of First National common stock or
$21.65 of cash for each share of Carolina National common stock
held or a combination of stock and cash, provided that the
aggregate consideration consists of 70% stock and 30% cash. Based
on the closing price of $14.75 for First National's common stock on
August 24, 2007, and including the value of Carolina National's
outstanding options and warrants, the transaction has an aggregate
value of $59.3 million. Roger Whaley, President and Chief Executive
Officer of Carolina National, added, "We are pleased to join with
First National. Its track record of profitability and robust
growth, along with a commitment to offering a variety of financial
products and services to its personal and business customers, makes
it a perfect fit for Carolina National. We are excited to be part
of a statewide franchise and believe the combined company will
offer greater opportunities for our customers, employees and
shareholders. We look forward to joining the First National team."
First National will merge Carolina National's banking subsidiary,
Carolina National Bank and Trust Company, into First National's
banking subsidiary, First National Bank of the South, with First
National Bank of the South being the surviving bank. Following the
merger, Carolina National's four Columbia offices will begin
operating as First National Bank of the South. First National will
invite four members of Carolina National's thirteen-member board of
directors to join its board of directors. First National will also
create a Columbia regional board of advisors. The transaction will
create the ninth largest financial institution headquartered in
South Carolina and the ninth largest deposit franchise of community
banks operating in South Carolina based on information reported to
the FDIC as of June 30, 2006. The combined company will also be the
sixth largest publicly-traded financial institution headquartered
in South Carolina with pro forma market capitalization of
approximately $90 million based on the pro forma shares outstanding
and the closing stock price of First National as of August 24,
2007. Based on financials as of June 30, 2007, the combined company
would have nearly $800 million in assets, over $650 million in net
loans, and approximately $636 million in deposits on a pro forma
basis. Following the merger, First National Bank of the South will
operate eleven full-service banking offices serving the
Spartanburg, Greenville, Columbia, and Charleston markets. No
Carolina National branch closures are expected to result from the
transaction. The transaction is subject to customary regulatory
approvals and the approval of shareholders of both companies. "We
look forward to working with Roger and his team to offer Carolina
National's customers additional banking products and services along
with the superior customer service they are used to experiencing,"
said Mr. Calvert. "We plan to stay in close communication with all
parties involved during the transition as we work towards closing
the transaction during the first quarter of 2008." Mr. Calvert
continued, "This transaction adds to the high growth that First
National has experienced since opening in 2000 and is a key part of
our strategic plan for growth and expansion. The additional capital
that it provides will give us a strong base for the continued
growth of our franchise in addition to the $16.4 million in net
proceeds from our recent preferred stock offering." First National
was advised by Nelson Mullins Riley & Scarborough LLP and Howe
Barnes Hoefer & Arnett, Inc. Carolina National was advised by
Haynsworth Sinkler Boyd, P.A. and McColl Partners, LLC. ABOUT FIRST
NATIONAL First National Bancshares, Inc. is a $555-million asset
bank holding company based in Spartanburg, South Carolina. Its
common stock is traded on the NASDAQ Global Market under the symbol
FNSC. It was incorporated in 1999 to conduct general banking
business through its wholly-owned bank subsidiary, First National
Bank of the South. First National Bank of the South provides a wide
range of financial services to consumer and commercial customers
through three operating divisions - the banking division, small
business lending division, and the wholesale mortgage lending
division. The banking division operates six full- service branches,
three in Spartanburg County operating as First National Bank of
Spartanburg, and three operating as First National Bank of the
South in Charleston, Mount Pleasant and Greenville. First National
operates loan production offices in Columbia, Daniel Island and
Rock Hill, South Carolina. First National has also received
approval from the Office of the Comptroller of the Currency to open
its seventh full-service branch to be located at 713 Wade Hampton
Boulevard in Greer, South Carolina, with plans to open in the
summer of 2007. First National Bank also operates a small business
lending division under the name of First National Business Capital
and this division provides small business lending services to
customers in the Carolinas and Georgia. First National Bank's
wholesale mortgage lending division provides services to community
banks and mortgage brokers across the Southeast from its office on
North Main Street in Greenville. In addition to these services,
First National offers trust and investment management services to
its customers through an alliance with Colonial Trust Company,
which has offices in Spartanburg and Greenville. Additional
information about First National is available online in the
Investor Relations section of http://www.firstnational-online.com/.
ABOUT CAROLINA NATIONAL Carolina National Corporation is
$226-million asset bank holding company headquartered in Columbia,
South Carolina and conducts a general banking business through its
subsidiary, Carolina National Bank and Trust Company. The bank
opened on July 15, 2002 and conducts its activities from its main
office, three full-service branch offices, and a loan production
office in the Columbia, South Carolina area. FORWARD-LOOKING
STATEMENTS Certain statements in this press release contain
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995, such as statements
concerning our future growth, plans, objectives, expectations,
performance, events and the like, as well as any other statements,
including those regarding the proposed merger, that are not
historical facts and are thus prospective. Such forward-looking
statements are subject to risks, uncertainties, and other factors,
including, but not limited to risks and uncertainties, changes in
worldwide and U.S. economic conditions, a downturn in the economy
or real estate market, construction delays and greater than
expected non-interest expenses or excessive loan losses and other
factors which could cause actual results to differ materially from
future results expressed or implied by such forward-looking
statements For a more detailed description of factors that could
cause or contribute to such differences, please see First
National's and Carolina National's filings with the Securities and
Exchange Commission. Although we believe that the assumptions
underlying the forward-looking statements are reasonable, any of
the assumptions could prove to be inaccurate. These projections and
statements are based on management's estimates and assumptions with
respect to future events and financial performance and are believed
to be reasonable though they are inherently uncertain and difficult
to predict. Therefore, we can give no assurance that the results
contemplated in the forward-looking statements will be realized.
The inclusion of this forward-looking information should not be
construed as a representation by either company or any person that
the future events, plans, or expectations contemplated by either
company will be achieved. First National and Carolina National do
not intend to and assume no responsibility for updating or revising
any forward-looking statement contained in this press release,
whether as a result of new information, future events or otherwise.
DATASOURCE: First National Bancshares, Inc.; Carolina National
Corporation CONTACT: Jerry L. Calvert, President & CEO of First
National Bancshares, Inc., +1-864-590-8858, or Roger B. Whaley,
President & CEO of Carolina National Corporation,
+1-803-779-0411 Web site: http://www.firstnational-online.com/
http://www.carolinanationalbank.com/
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