Alabama National BanCorporation Stockholders Approve Acquisition by RBC Centura Banks, Inc.
24 Gennaio 2008 - 6:54PM
PR Newswire (US)
BIRMINGHAM, Ala., Jan. 24 /PRNewswire-FirstCall/ -- Alabama
National BanCorporation ("ANB") (NASDAQ:ALAB) today announced that
its stockholders have voted in favor of the approval and adoption
of the merger agreement among ANB, Royal Bank of Canada ("RBC")
(NYSE:RY) and RBC Centura Banks, Inc. ("RBC Centura"), a North
Carolina bank holding company and a wholly owned subsidiary of RBC,
pursuant to which ANB will be merged with and into RBC Centura,
with RBC Centura as the surviving corporation. As previously
disclosed, the merger is expected to be completed during RBC's
second fiscal quarter, which runs from February 1 through April 30,
2008, subject to the receipt of all applicable regulatory
approvals, the expiration of all regulatory waiting periods, and
the satisfaction of the other conditions contained in the merger
agreement. ANB began mailing election forms to its stockholders on
December 21, 2007, whereby stockholders may elect the form of
consideration that they are to receive in the merger, subject to
proration. Pursuant to the merger agreement, if the merger is
completed, each issued and outstanding share of ANB common stock
(excluding shares owned by RBC, RBC Centura or ANB, and excluding
any dissenting shares) will be converted into the right to receive,
as elected by each ANB stockholder, either (i) RBC common shares
worth U.S. $80.00 or (ii) U.S. $80.00 in cash, subject to certain
proration procedures designed to ensure that the aggregate
consideration to be paid by RBC to all ANB stockholders will be, as
nearly as practicable, 50% cash and 50% RBC common shares. The
merger agreement contains a proration provision to ensure these
percentages. The deadline for the receipt of properly completed
election forms is 5:00 p.m., Birmingham, Alabama time, on January
31, 2008. About ANB ANB is a bank holding company operating 103
banking locations through ten bank subsidiaries in Alabama, Florida
and Georgia. Alabama subsidiaries include: First American Bank in
north central Alabama; and Alabama Exchange Bank in Tuskegee.
Florida subsidiaries are: Indian River National Bank in Vero Beach;
First Gulf Bank, N.A. in Escambia County, Florida and Baldwin
County, Alabama; Florida Choice Bank in metropolitan Orlando and
central Florida; Community Bank of Naples, N.A.; CypressCoquina
Bank in Ormond Beach; and Millennium Bank in Gainesville. ANB has
two subsidiaries in Georgia: Georgia State Bank and The Peachtree
Bank, both in metropolitan Atlanta. ANB provides full banking
services to individuals and businesses. Commercial mortgage
services, including the origination of permanent commercial real
estate mortgage loans for various lenders, are provided by Byars
and Company, a division of First American Bank. Brokerage services
are provided to customers through First American Bank's wholly
owned subsidiary, NBC Securities, Inc. Investments are not bank
guaranteed, not FDIC insured and may lose value. About RBC Centura
RBC Centura, headquartered in Raleigh, N.C., offers a wide range of
financial services and advice, including a complete line of
banking, and mortgage services to individuals, businesses and
public institutions throughout the Southeast. RBC Centura's
multi-faceted customer access network includes more than 340
full-service banking centers, an extensive ATM network, and
telephone and Internet banking. In addition, RBC Centura offers
builder finance products through its RBC Builder Finance division.
According to SNL Financial, RBC Centura is the 45th largest U.S.
bank based on assets as of August 2007. In April 2008, RBC Centura
will change its name to RBC Bank (USA). RBC Centura Banks, Inc. is
a wholly owned subsidiary of Royal Bank of Canada, Canada's largest
bank as measured by assets and one of the world's financial, social
and environmental corporate leaders for the past eight years as on
the Dow Jones Sustainability World Index. Additional information
about RBC Centura may be found at http://www.rbccentura.com/. About
RBC Royal Bank of Canada (RY on TSX and NYSE) and its subsidiaries
operate under the master brand name of RBC. RBC is Canada's largest
bank as measured by assets and market capitalization and one of
North America's leading diversified financial services companies.
RBC provides personal and commercial banking, wealth management
services, insurance, corporate and investment banking and
transaction processing services on a global basis. RBC's corporate
support team enables business growth with expert professional
advice and state-of-the art processes and technology. RBC employs
approximately 70,000 full- and part-time employees who serve more
than 15 million personal, business, public sector and institutional
clients through offices in Canada, the U.S. and 36 other countries.
For more information, please visit http://www.rbc.com/. Cautionary
Statement Regarding Forward-Looking Information This document may
contain forward-looking statements within the meaning of the "safe
harbor" provisions of the United States Private Securities
Litigation Reform Act of 1995. ANB cautions readers that any
forward-looking information is not a guarantee of future
performance and that actual results could differ materially from
those contained in the forward-looking statements. Such
forward-looking statements include, but are not limited to,
statements about the anticipated schedule for the merger between
ANB and RBC Centura, a North Carolina bank holding company and a
wholly owned subsidiary of Royal Bank of Canada ("RBC"), and other
statements that are not historical facts. Such forward-looking
statements are necessarily estimates reflecting ANB's best judgment
based upon current information and involve a number of risks and
uncertainties, and various factors could cause results to differ
materially from those contemplated by such forward-looking
statements. The following factor, among others, could cause actual
results to differ from those set forth in forward-looking
statements: ANB's ability to consummate the proposed merger with
RBC Centura on the proposed terms and schedule, including the
ability to obtain regulatory approvals. Additional factors that may
affect future results are contained in ANB's and RBC's filings with
the SEC, which are available at the SEC's web site,
http://www.sec.gov/, including without limitation the risk factors
set forth in the definitive proxy statement/prospectus filed by ANB
and RBC with the SEC on December 17, 2007, ANB's Annual Report on
Form 10-K for the year ended December 31, 2006, ANB's Quarterly
Report for the period ended September 30, 2007 and RBC's Form 40-F
filed on November 30, 2007. ANB disclaims any obligation to update
and revise statements contained in these materials based on new
information or otherwise. Additional Information and Where to Find
It In connection with the proposed merger, RBC has filed with the
SEC a registration statement on Form F-4 (File No. 333-147789) (the
"Registration Statement") to register the RBC common shares to be
issued to ANB stockholders in the proposed merger. The Registration
Statement includes a definitive proxy statement of ANB dated
December 14, 2007 that also constitutes a prospectus of RBC (the
"Proxy Statement/Prospectus"). The definitive Proxy
Statement/Prospectus was filed with the SEC on December 17, 2007.
RBC and ANB have also filed, and may to continue to file,
additional relevant materials with the SEC. The Registration
Statement and the Proxy Statement/Prospectus contain important
information about RBC, RBC Centura, ANB, the proposed merger and
related matters. ANB stockholders are urged to read the
Registration Statement, the Proxy Statement/Prospectus and any
other relevant documents filed with the SEC, because they contain
important information about the proposed merger. ANB stockholders
may obtain a free copy of the disclosure documents (including the
Registration Statement) and other documents filed by RBC and ANB
with the SEC at the SEC's website at http://www.sec.gov/, from
RBC's Investor Relations department or from ANB's Investor
Relations department. DATASOURCE: Alabama National BanCorporation
CONTACT: William E. Matthews, V, Executive Vice President and Chief
Financial Officer of Alabama National BanCorporation,
+1-205-583-3650 Web site: http://www.alabamanational.com/
http://www.rbccentura.com/ http://www.rbc.com/
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