Atlanta Postal Credit Union (APCU), Georgia’s oldest credit
union and the largest postal credit union in the United States,
along with its community-based subsidiary, Center Parc Credit
Union, and Affinity Bancshares, Inc (“Affinity”) (NASDAQ: AFBI)
announced today that APCU has entered into a definitive agreement
pursuant to which the credit union will acquire Covington,
Georgia-based Affinity Bank, National Association, a wholly-owned
subsidiary of Affinity. The transaction is structured as a purchase
and assumption agreement whereby APCU will acquire Affinity Bank by
purchasing substantially all assets and assuming substantially all
liabilities of Affinity Bank in an all-cash transaction.
The agreement was unanimously approved by the Boards of
Directors of APCU/Center Parc and Affinity. The transaction is
expected to close during the fourth quarter of 2024 or the first
quarter of 2025, subject to receiving all regulatory approvals,
approval by Affinity shareholders and other customary closing
conditions. Following the closing of the transaction, Affinity and
Affinity Bank will liquidate, dissolve and distribute their
remaining assets to Affinity shareholders. Under the terms of the
purchase and assumption agreement, APCU will pay Affinity Bank an
aggregate amount estimated to provide Affinity with sufficient cash
to have $22.50 per share in cash available for distribution to its
shareholders, subject to potential increase for levels of tax
payments.
The acquisition will allow APCU/Center Parc to expand their
reach throughout Atlanta and surrounding communities, as well as
increase their market base and expertise. Affinity Bank customers
will become members of APCU/Center Parc, gaining access to a full
range of membership benefits offered by the credit union such as
digital banking, checking, savings, various consumer loans,
residential mortgages and more.
“For nearly 100 years, Affinity Bank has successfully served
both small businesses and individuals throughout Atlanta and the
entire region,” Blake Graham, APCU/Center Parc President & CEO
said. “Through this agreement, we look forward to welcoming
Affinity Bank’s customers as new members and exceeding their
expectations in every way as we work to help them financially
flourish. We are also excited to enter into this agreement as a way
to drive our member-centric growth strategy forward.”
Edward J. Cooney, President and Chief Executive Officer of
Affinity commented, “During our proud history, Affinity Bank has
been committed to serving our clients and local communities.
Through a consistent level of superior quality service, our
dedicated staff has grown a loyal commercial and retail customer
base. We are very excited about joining the APCU/Center Parc team.
APCU/Center Parc share our core values, and have demonstrated a
similar commitment to their members, employees and the communities
they serve.”
Once the acquisition is complete, APCU/Center Parc will continue
to operate Affinity Bank’s locations in Newton County and Northwest
Atlanta.
Hovde Group, LLC acted as financial advisor to APCU/Center Parc
and Honigman, LLP served as its legal counsel. Performance Trust
Capital Partners, LLC served as financial advisor and provided a
fairness opinion to Affinity and Luse Gorman, PC served as legal
counsel to Affinity in the transaction.
About APCU/Center Parc
At APCU/Center Parc, providing our members first-class service
has always been our priority. We're a member-owned, not-for-profit
financial cooperative committed to helping hardworking people save
money and prosper. For almost 100 years, we've stayed true to these
beliefs. As Georgia's oldest credit union, we're proud of our
tradition of service. Over the years, APCU/Center Parc assets have
grown from an initial investment of $2,505 to nearly $2.5 billion.
Today, we're one of the largest credit unions in the country. We're
proud to serve more than 105,000 members nationwide with a full
complement of financial products and services designed to save them
money. For more information, visit www.apcu.com.
About Affinity Bank
Affinity Bancshares, Inc. is a Maryland corporation, based in
Covington, Georgia, with approximately $870 million in assets. Its
bank subsidiary, Affinity Bank, was founded in 1928 and is a leader
in the business community specializing in developing industry
specific solutions to support niche / select businesses, such as:
commercial real estate, construction, dental and medical practices,
and indirect auto lending. Affinity Bank serves its customers with
three branches – two in the city of Covington and one located on
Galleria Parkway in Atlanta. Additionally, it operates a loan
production office in Alpharetta. For more information, please visit
www.myaffinitybank.com and www.newtonfederal.com.
Additional Information About the Transaction
In connection with the proposed transaction, Affinity will
distribute a proxy statement to its shareholders in connection with
a special meeting of shareholders to be called and held for the
purposes of voting on the approval of the transaction and related
matters.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS REGARDING THE
PROPOSED TRANSACTION, AFFINITY’S SHAREHOLDERS AND INVESTORS ARE
URGED TO READ THE PROXY STATEMENT AND ITS EXHIBITS BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT AFFINITY AND THE PROPOSED
TRANSACTION.
Copies of the proxy statement will be mailed to all shareholders
prior to the special meeting. Affinity shareholders will be able to
obtain a free copy of the proxy statement, as well as other filings
containing information about Affinity, at the Securities and
Exchange Commission’s Internet site (www.sec.gov). Affinity
shareholders will also be able to obtain these documents, free of
charge, from Affinity at
https://affinitybankshares.q4ir.com/CorporateProfile/default.aspx.
Affinity and its directors and executive officers may be deemed
to be participants in the solicitation of proxies from the
shareholders of Affinity in connection with the special meeting of
shareholders. Information about the directors and executive
officers of Affinity appears in its proxy statement dated April 12,
2024, for Affinity’s 2024 annual meeting of shareholders as filed
with the SEC on Schedule 14A. Additional information regarding the
interests of these participants and other persons who may be deemed
participants in the proxy solicitation may be obtained by reading
the proxy statement for the special meeting of shareholders when it
becomes available.
Forward-Looking Statements
This press release contains statements that may be considered
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933. These forward-looking statements are
intended to be covered by the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995, and this statement is
included for purposes of complying with these safe harbor
provisions. Readers should not place undue reliance on such
forward-looking statements, which speak only as of the date made.
These forward-looking statements are based on current plans and
expectations, which are subject to a number of risk factors and
uncertainties that could cause future results to differ materially
from historical performance or future expectations. These
differences may be the result of various factors, including, among
others: (1) failure of the parties to satisfy the closing
conditions in the definitive agreement in a timely manner or at
all; (2) failure of the shareholders of Affinity to approve the
agreement; (3) failure to obtain governmental approvals; (4)
changes in estimates with respect to the amount of cash to be
received by Affinity Bank and/or to be utilized by Affinity Bank
and Affinity following the completion of the proposed transaction,
and the resulting amount available for distribution to Affinity
shareholders, either in the aggregate or on a per-share basis; (5)
disruptions to the parties’ businesses as a result of the
announcement and pendency of the transaction; (6) changes in
general business, industry or economic conditions or competition;
(7) changes in any applicable law, rule, regulation, policy,
guideline or practice governing or affecting credit unions,
financial holding companies and their subsidiaries or with respect
to tax or accounting principles or otherwise; (8) adverse changes
or conditions in the capital and financial markets; (9) changes in
interest rates or credit availability; (10) the adequacy of loan
loss reserves and changes in loan default and charge-off rates;
(11) increased competition and its effect on pricing, spending,
third-party relationships and revenues; (12) unanticipated
regulatory or judicial proceedings and liabilities and other costs;
(13) changes in the cost of funds, demand for loan products or
demand for financial services; and (14) other economic,
competitive, governmental or technological factors affecting
operations, markets, products, services and prices.
The foregoing list should not be construed as exhaustive, and
APCU, Center Parc and Affinity undertake no obligation to
subsequently revise any forward-looking statements to reflect
events or circumstances after the date of such statements, or to
reflect the occurrence of anticipated or unanticipated events or
circumstances.
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version on businesswire.com: https://www.businesswire.com/news/home/20240530930074/en/
APCU/Center Parc Merideth Miller M2 The Agency (281)882-3045
pr@m2theagency.com
Affinity Bancshares and Affinity Bank Edward J. Cooney Chief
Executive Officer (678)742-9990
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