First Citizens Bank, Community Financial Holding Co. Inc. Announce Merger Agreement
September 24 2019 - 5:00PM
First-Citizens Bank & Trust Company (known as First Citizens
Bank) and Community Financial Holding Company, Inc. (Community
Financial) announced today the signing of a definitive merger
agreement.
The agreement provides for the acquisition of Duluth, Ga.-based
Community Financial by Raleigh N.C.-headquartered First Citizens
Bank. Community Financial offers deposit and loan services through
its subsidiary Gwinnett Community Bank, which operates three branch
locations in Duluth, Suwanee and Buford, Ga.
The agreement has been unanimously approved by the boards of
directors of both companies. The transaction is anticipated to
close in the first quarter of 2020, subject to the receipt of
regulatory approvals, the approval of Community Financial
shareholders and the satisfaction of other customary closing
conditions. Under the terms of the agreement, total cash
consideration of $2.325 million will be paid to the shareholders of
Community Financial.
Gwinnett Community customers should bank as they normally do at
their existing branches, which will become part of First Citizens
Bank upon the completion of the merger. With more than 550
locations in 19 states, First Citizens operates 27 locations in
Georgia, including two branches in Gwinnett County.
Frank B. Holding Jr., chairman and chief executive officer of
First Citizens, said: “We’re glad to announce this merger with a
company whose values and commitment to customers are a very good
fit with ours. For more than 22 years, we’ve been helping Georgia
families and businesses with their finances, and we’re excited
about delivering our Forever First brand of banking to our new
clients as we further solidify our presence in the state.”
Leonard D. Davenport, CFA, chief executive officer of Community
Financial, said: “Both banks share a strong commitment to provide
exceptional service to the people of these communities. First
Citizens is a strong, well-managed institution, and our customers
will benefit from its stability, long-term perspective and
comprehensive product offerings.”
As of June 30, 2019, Community Financial reported $223 million
in consolidated assets, $206 million in deposits and $146 million
in gross loans.
Sandler O’Neill + Partners LP, acted as financial advisor and
rendered a fairness opinion to the board of directors of Community
Financial in connection with this transaction. Ward and Smith,
P.A., represented First Citizens Bank in the transaction;
James-Bates-Bannan-Groover LLP, represented Community
Financial.
Additional Information
In connection with the proposed merger, Community Financial will
prepare and send a proxy statement to each of its shareholders.
SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE
MERGER WHEN IT BECOMES AVAILABLE, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THAT DOCUMENT, BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION.
About First Citizens Bank
Founded in 1898 and headquartered in Raleigh, N.C., First
Citizens Bank serves customers at more than 550 branches in 19
states. First Citizens Bank is a wholly owned subsidiary of First
Citizens BancShares, Inc. (Nasdaq: FCNCA), which has more than $37
billion in assets. For more information, call toll free 1.888.FC
DIRECT (1.888.323.4732) or visit firstcitizens.com. First Citizens
Bank. Forever First®.
About Community Financial Holding Company, Inc. and
Gwinnett Community Bank
Gwinnett Community Bank, founded in 1999 and headquartered in
Duluth, Ga., is a subsidiary of Community Financial. Gwinnett
Community Bank serves customers through banking centers located in
Duluth, Suwanee and Buford, Ga. For more information on Gwinnett
Community Bank, visit www.gwinnettcommunitybank.com.
Disclosures About Forward Looking
Statements
This Press Release may contain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, including Section 21E of the Securities Exchange Act of 1934
and Section 27A of the Securities Act of 1933. For the purposes of
these discussions, any statements that are not statements of
historical fact may be deemed to be forward looking statements.
Such statements are often characterized by the use of qualifying
words such as “expects,” “anticipates,” “believes,” “estimates,”
“plans,” “projects,” or other statements concerning opinions or
judgments of Community Financial and First Citizens Bank and their
managements about future events. Such statements involve known and
unknown risks, uncertainties and other factors that may cause
actual results or events to differ materially from those described
in the statements. Forward-looking statements in this Press Release
include statements regarding Community Financial’s and First
Citizens Bank’s expectations regarding the benefits of the merger,
and when the merger will be completed. The accuracy of such
forward-looking statements could be affected by factors beyond
Community Financial’s and First Citizens Bank’s control, including,
but not limited to, delays in the receipt of regulatory and
shareholder approvals that must be received before the merger may
be completed, delays in the satisfaction or waiver of other
conditions to the consummation of the merger, and difficulties
experienced in the integration of the businesses of Community
Financial and First Citizens Bank. Additional factors that could
cause actual results to differ materially from those anticipated by
forward-looking statements will be discussed in Community
Financial’s proxy statement for its special meeting of
shareholders. Community Financial and First Citizens Bank undertake
no obligation to revise or update these statements following the
date of this Press Release.
Contacts: |
Barbara Thompson |
Leonard D. Davenport |
|
919.716.2716 |
770.476.2775 |
|
First Citizens Bank |
Community Finanical |
|
|
Holding Company, Inc. |
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