MOULTRIE, Ga. and JACKSONVILLE, Fla., Nov. 17, 2017 /PRNewswire/ -- Ameris Bancorp
(Nasdaq: ABCB) ("Ameris"), the parent company of Ameris Bank, announced today the signing of a
definitive merger agreement under which Ameris will acquire
Atlantic Coast Financial Corporation (Nasdaq: ACFC) ("Atlantic
Coast"), the parent company of Atlantic Coast Bank, Jacksonville, Florida. Upon completion
of the transaction, the combined company will have approximately
$8.6 billion in assets, $6.9 billion in loans, $6.6 billion in deposits and a branching network
across four states.
"We view this transaction as an extension of our plan to build
scale in Northeast Florida. With a
combined $1.5 billion deposits in the
Jacksonville MSA, the addition of Atlantic Coast will solidify us
as Northeast Florida's premier
community bank. Furthermore, we are excited to grow our franchise
with an outstanding team and high quality customer base. A natural
complement to our existing branch network, Atlantic Coast positions
us well for continued success in our markets," commented
Edwin W. Hortman, Jr., President and
Chief Executive Officer of Ameris.
Atlantic Coast currently operates twelve banking locations,
eight of which are located within the Jacksonville, Florida MSA, three of which are
in the Waycross, Georgia MSA, and
one of which is in the Douglas,
Georgia MSA. This acquisition furthers Ameris's
position as the largest community bank in Northeast Florida.
John K. Stephens, Jr., President
and Chief Executive Officer of Atlantic Coast, said, "I fully
expect our stockholders and customers will be proud to join an
exceptional institution in Ameris. We could not be more excited to
unlock greater potential through the new resources and products we
will have available."
Under the terms of the definitive merger agreement, each share
of Atlantic Coast common stock will be converted into the right to
receive 0.17 shares of Ameris common stock and $1.39 in cash. The transaction is valued at
approximately $145.0 million in the
aggregate based on Ameris's closing stock price of $47.30 as of November 16,
2017.
The merger agreement has been unanimously approved by the board
of directors of each company. The transaction is expected to
close in the second quarter of 2018 and is subject to customary
closing conditions, including the receipt of regulatory approvals
and the approval of the stockholders of Atlantic Coast.
Keefe, Bruyette & Woods, Inc. served as financial advisor
and Rogers & Hardin LLP provided legal counsel to Ameris. Hovde
Group, LLC served as financial advisor and Igler and Pearlman, P.A.
provided legal counsel to Atlantic Coast Financial Corporation.
Conference Call Information
Ameris Bancorp will host a conference call and webcast
today at 10:00 a.m. EST. The conference call can be accessed
by dialing 1-877-504-1190 or 1-412-902-6630 for international
participants. A replay of the call will be available one hour
after the end of the conference call until December 1, 2017 at 9:00 a.m. EST. To
listen to the replay, dial 1-877-344-7529 or 1-412-317-0088. The
conference number is 10114593. The webcast will also be available
on the Investor Relations page of www.AmerisBank.com.
Cautionary Statements Regarding Forward-Looking
Information
This news release contains forward-looking statements, as
defined by federal securities laws, including, among other
forward-looking statements, certain plans, expectations and goals,
and including statements about the benefits of the merger between
Ameris and Atlantic Coast. Words such as "may," "believe,"
"expect," "anticipate," "intend," "will," "should," "plan,"
"estimate," "predict," "continue" and "potential" or the negative
of these terms or other comparable terminology, as well as similar
expressions, are meant to identify forward-looking statements.
The forward-looking statements in this news release are based
on current expectations and are provided to assist in the
understanding of potential future performance. Such
forward-looking statements involve numerous assumptions, risks and
uncertainties that may cause actual results to differ materially
from those expressed or implied in any such statements, including,
without limitation, the following: the businesses of Ameris
and Atlantic Coast may not be integrated successfully or such
integration may take longer to accomplish than expected; the
expected cost savings and any revenue synergies from the merger may
not be fully realized within the expected timeframes; disruption
from the merger may make it more difficult to maintain
relationships with customers, employees or others; the required
governmental approvals for the merger may not be obtained on the
proposed terms and schedule; changes in economic conditions;
movements in interest rates; competitive pressures on product
pricing and services; success and timing of other business
strategies; and the nature, extent and timing of governmental
actions. For a discussion of some of the other risks and
other factors that may cause such forward-looking statements to
differ materially from actual results, please refer to Ameris's and
Atlantic Coast's filings with the Securities and Exchange
Commission, including each company's respective Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K. Forward-looking statements speak only as of the
date they are made, and neither Ameris nor Atlantic Coast
undertakes any obligation to update or revise forward-looking
statements.
Additional Information and Where to Find It
Ameris intends to file a registration statement on Form S-4 with
the Securities and Exchange Commission to register the shares of
Ameris's common stock that will be issued to Atlantic Coast's
stockholders in connection with the transaction. The
registration statement will include a joint proxy
statement/prospectus and other relevant materials in connection
with the proposed merger transaction. BEFORE MAKING ANY
VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER
AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE MERGER. Investors and security holders
may obtain free copies of these documents and other documents filed
with the Securities and Exchange Commission on its website at
http://www.sec.gov. Investors and security holders may also
obtain free copies of the documents filed with the Securities and
Exchange Commission by Ameris on its website at
http://www.AmerisBank.com and by Atlantic Coast on its website at
https://www.AtlanticCoastBank.net/.
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.
Participants in the Merger Solicitation
Ameris and Atlantic Coast, 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 stockholders of Atlantic Coast in respect of the
proposed merger transaction. Information regarding the
directors and executive officers of Ameris and Atlantic Coast and
other persons who may be deemed participants in the solicitation of
the stockholders of Atlantic Coast in connection with the proposed
transaction will be included in the proxy statement/prospectus for
Atlantic Coast's special meeting of stockholders, which will be
filed by Ameris with the Securities and Exchange Commission.
Information about Ameris's directors and executive officers
can also be found in Ameris's definitive proxy statement in
connection with its 2017 annual meeting of shareholders, as filed
with the Securities and Exchange Commission on April 3, 2017, and other documents subsequently
filed by Ameris with the Securities and Exchange Commission.
Information about Atlantic Coast's directors and executive officers
can also be found in Atlantic Coast's definitive proxy statement in
connection with its 2017 annual meeting of stockholders, as filed
with the Securities and Exchange Commission on April 18, 2017, and other documents subsequently
filed by Atlantic Coast with the Securities and Exchange
Commission. 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 Securities and Exchange
Commission when they become available.
Ameris Bancorp
Ameris Bancorp is a bank holding company headquartered
in Moultrie, Georgia and the
parent of Ameris Bank, a
Georgia state-chartered bank.
Ameris Bank currently has 97 locations
in Georgia, Alabama,
northern Florida and South Carolina.
A presentation with additional information regarding the
transaction will be available on the Investor Relations page
of www.AmerisBank.com.
Atlantic Coast Financial Corporation
Atlantic Coast Financial Corporation is the holding company for
Atlantic Coast Bank, a Florida
state-chartered commercial bank. It is a community-oriented
financial institution serving the Northeast Florida, Central Florida and Southeast Georgia markets. Investors may
obtain additional information about Atlantic Coast Financial
Corporation on the Internet at www.AtlanticCoastBank.net, under
Investor Relations.
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SOURCE Ameris Bancorp