Bank of the Ozarks, Inc. (NASDAQ: OZRK) and Intervest Bancshares
Corporation (NASDAQ: IBCA) jointly announced today the signing of a
definitive agreement and plan of merger (“Agreement”) whereby Bank
of the Ozarks, Inc. (“Company”) will acquire Intervest Bancshares
Corporation (“Intervest”) and its wholly-owned bank subsidiary
Intervest National Bank (“Intervest Bank”), with offices in Florida
and New York, in an all-stock transaction. According to the terms
of the Agreement, the Company will acquire all of the outstanding
common stock of Intervest in a transaction valued at approximately
$228.5 million, less the amount paid by Intervest to cash out all
outstanding stock options, stock appreciation rights and stock
warrants, and subject to other potential adjustments. Closing of
the transaction is expected to be immediately accretive to the
Company’s book value per common share and its tangible book value
per common share. The transaction is also expected to be accretive
to the Company’s diluted earnings per common share for the first
twelve months after the transaction closes and thereafter.
Intervest operates seven offices, six in West Central Florida
and one in New York City. At June 30, 2014, Intervest had
approximately $1.6 billion of total assets, $1.2 billion of loans
and $1.3 billion of deposits.
Lowell S. Dansker, Chairman and Chief Executive Officer of
Intervest, stated, “I am proud of the organization our team has
built over the last 21 years since my father and I started
Intervest. We believe this transaction offers additional benefits
to our customers and the communities we serve, value for our
shareholders and opportunities for our employees. We are pleased to
partner with Bank of the Ozarks, one of the best and most respected
banks in the United States. Our team is delighted to be joining
Bank of the Ozarks and we look forward to working together and
building additional value for our combined shareholders.”
“We are pleased to announce the acquisition of Intervest, our
twelfth acquisition in recent years and our largest to date,”
commented George Gleason, Chairman and Chief Executive Officer of
Bank of the Ozarks. “Intervest’s six offices and quarter century
heritage in the Pinellas County, Florida market are a great
complement to our four offices in nearby Manatee County.
Intervest’s New York and Florida lending teams have a long track
record of serving commercial real estate borrowers and product
types not currently offered by Bank of the Ozarks. We expect the
Intervest lending team to operate as a separate Stabilized
Properties Group within Bank of the Ozarks, providing us yet
another growth engine for earning assets,” Gleason added.
Under the terms of the Agreement, which has been unanimously
approved by the boards of directors of both companies, each holder
of outstanding shares of common stock of Intervest will receive
shares of common stock of the Company. The number of Company shares
to be issued will be determined based on the Company’s ten day
average closing stock price as of the fifth business day prior to
the closing date, subject to a minimum and maximum price of $23.95
and $39.91, respectively.
Upon the closing of the transaction, Intervest will merge into
the Company and Intervest Bank will merge into the Company’s
wholly-owned bank subsidiary, Bank of the Ozarks. Completion of the
transaction is subject to certain closing conditions, including
customary regulatory approvals and the approval of the shareholders
of Intervest. The transaction is expected to close in the fourth
quarter of 2014 or the first quarter of 2015.
In addition to the information contained within this
announcement, an Investor Presentation containing additional
information regarding this transaction has been posted on the
Company’s website www.bankozarks.com under “Investor Relations” and
on Intervest’s website at
www.intervestbancsharescorporation.com.
Intervest was advised by the investment banking firm of Sandler
O’Neill + Partners, L.P. and the law firm of Harris Beach PLLC.
Bank of the Ozarks, Inc. was represented by the law firm of Kutak
Rock LLP.
ABOUT THE COMPANY
Bank of the Ozarks, Inc. is a bank holding company with $6.3
billion in total assets as of June 30, 2014 and trades on the
NASDAQ Global Select Market under the symbol “OZRK.” The Company
owns a state-chartered subsidiary bank that conducts banking
operations through 164 offices in Arkansas, Georgia, North
Carolina, Texas, Florida, Alabama, South Carolina, New York and
California. The Company may be contacted at (501) 978-2265 or P. O.
Box 8811, Little Rock, Arkansas 72231-8811. The Company’s website
is: www.bankozarks.com.
ABOUT INTERVEST
Intervest Bancshares Corporation is a bank holding company with
$1.6 billion in total assets as of June 30, 2014 and trades on the
NASDAQ Global Select Market under the symbol “IBCA.” Its operating
subsidiary is Intervest National Bank, a nationally chartered
commercial bank with its headquarters and a full-service banking
office at One Rockefeller Plaza, in New York City, and six
full-service banking offices in Clearwater and Pasadena, Florida.
Intervest can be contacted at (212) 218-2000 or One Rockefeller
Plaza, Suite 400, New York, New York 10020. Intervest’s website is
www.intervestbancshares.com.
ADDITIONAL INFORMATION
This communication is being made in respect of the proposed
merger transaction involving the Company and Intervest. 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. In connection with the proposed merger, the
Company will file with the Securities and Exchange Commission
(“SEC”) a registration statement on Form S-4 that will include a
proxy statement/prospectus for the shareholders of Intervest. The
Company also plans to file other documents with the SEC regarding
the proposed merger transaction. Intervest will mail the final
proxy statement/prospectus to its shareholders. BEFORE MAKING ANY
VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED TO READ THE
PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND
ANY OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION. The proxy statement/prospectus, as
well as other filings containing information about the Company and
Intervest, will be available without charge, at the SEC’s Internet
site (http://www.sec.gov). Copies of
the proxy statement/prospectus and the filings with the SEC that
will be incorporated by reference in the proxy statement/prospectus
can also be obtained, when available, without charge, from the
Company’s website at http://www.bankozarks.com under the Investor
Relations tab and on Intervest’s website at
http://www.intervestbancsharescorporation.com.
The Company and Intervest, and certain of their respective
directors, executive officers and other members of management and
employees may be deemed to be participants in the solicitation of
proxies from the shareholders of Intervest in respect of the
proposed merger transaction. Information regarding the directors
and executive officers of the Company is set forth in the
definitive proxy statement for the Company’s 2014 annual meeting of
shareholders, as filed with the SEC on March 11, 2014 and in Forms
3, 4 and 5 filed with the SEC by its executive officers and
directors. Information regarding the directors and executive
officers of Intervest is set forth in the definitive proxy
statement for Intervest’s 2014 annual meeting of shareholders, as
filed with the SEC on April 1, 2014 and in Forms 3, 4 and 5 filed
with the SEC by its executive officers and directors. Additional
information regarding the interests of such participants will be
included in the proxy statement/prospectus and other relevant
documents regarding the proposed merger transaction filed with the
SEC when they become available.
CAUTION ABOUT FORWARD-LOOKING STATEMENTS
This communication contains certain forward-looking information
about the Company and Intervest that is intended to be covered by
the safe harbor for “forward-looking statements” provided by the
Private Securities Litigation Reform Act of 1995. All statements
other than statements of historical fact are forward-looking
statements. In some cases, you can identify forward-looking
statements by words such as “may,” “hope,” “will,” “should,”
“expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,”
“predict,” “potential,” “continue,” “could,” “future” or the
negative of those terms or other words of similar meaning. These
forward-looking statements include, without limitation, statements
relating to the terms and closing of the proposed transaction
between the Company and Intervest, the proposed impact of the
merger on the Company’s financial results, including any expected
increase in the Company’s book value and tangible book value per
common share and any expected increase in diluted earnings per
common share, acceptance by Intervest’s customers of the Company’s
products and services, the opportunities to enhance market share in
certain markets, market acceptance of the Company generally in new
markets, and the integration of Intervest’s operations. You should
carefully read forward-looking statements, including statements
that contain these words, because they discuss the future
expectations or state other “forward-looking” information about the
Company and Intervest. A number of important factors could cause
actual results or events to differ materially from those indicated
by such forward-looking statements, many of which are beyond the
parties’ control, including the parties’ ability to consummate the
transaction or satisfy the conditions to the completion of the
transaction, including the receipt of shareholder approval, the
receipt of regulatory approvals required for the transaction on the
terms expected or on the anticipated schedule; the parties’ ability
to meet expectations regarding the timing, completion and
accounting and tax treatments of the transaction; the possibility
that any of the anticipated benefits of the proposed merger will
not be realized or will not be realized within the expected time
period; the risk that integration of Intervest’s operations with
those of the Company will be materially delayed or will be more
costly or difficult than expected; the failure of the proposed
merger to close for any other reason; the effect of the
announcement of the merger on employee and customer relationships
and operating results (including, without limitation, difficulties
in maintaining relationships with employees and customers);
dilution caused by the Company’s issuance of additional shares of
its common stock in connection with the merger; the possibility
that the merger may be more expensive to complete than anticipated,
including as a result of unexpected factors or events; general
competitive, economic, political and market conditions and
fluctuations; and the other factors described in the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2013 and in its most recent Quarterly Reports on Form 10-Q filed
with the SEC, or described in Intervest’s Annual Report on Form
10-K for the fiscal year ended December 31, 2013 and in its most
recent Quarterly Reports on Form 10-Q filed with the SEC. The
Company and Intervest assume no obligation to update the
information in this communication, except as otherwise required by
law. Readers are cautioned not to place undue reliance on these
forward-looking statements that speak only as of the date
hereof.
Bank of the OzarksSusan Blair, 501-978-2217orIntervestLowell
Dansker, 212-218-2800
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