In separate meetings held today, shareholders of both BNC
Bancorp (Nasdaq/NGS: BNCN) (“BNC”) and Pinnacle Financial Partners,
Inc. (Nasdaq/NGS: PNFP) (“Pinnacle”) voted to approve proposals
submitted to each group related to the proposed merger of the two
companies. Subject to the satisfaction of the remaining closing
conditions contained in the merger agreement, the transaction is
expected to close in the second quarter.
“This has been a very smooth process thus far, and I am
extremely pleased with how quickly we’ve received the required
regulatory and shareholder approvals,” said M. Terry Turner,
Pinnacle’s president and chief executive officer. “I am excited
about the support our and BNC’s shareholders have shown for the
transaction and am appreciative of the tireless work associates
from both firms have done on transition planning. I look forward to
the legal closure when we will become one company giving
distinctive service and effective advice to clients in four
states.”
BNC’s bank subsidiary, Bank of North Carolina, and Pinnacle Bank
are expected to merge immediately following the closing of the
merger of the two banks’ parent holding companies. A full brand
change of all BNC offices and services is expected late in the
third quarter of 2017, and BNC clients can expect clear
communication about how the merger will affect them throughout the
summer and fall.
“Pinnacle shares our commitment to client service, so we are
anticipating a smooth transition for BNC clients,” said Rick
Callicutt, BNC’s president and chief executive officer. “I am
grateful for the support of our shareholders and the hard work of
our associates who have worked long hours so that our clients may
experience as seamless a transition experience as possible. By the
time it’s finished, I believe we will be stronger together than we
were apart.”
The combined companies will cover a four-state footprint with
presence in 11 of the largest urban markets in the Southeast. All
seven of BNC’s markets will be new territory for Pinnacle,
including Charlotte, Raleigh, Winston-Salem and Greensboro in North
Carolina; Greenville-Spartanburg and Charleston in South Carolina;
and Roanoke in Virginia.
Once closed, Pinnacle is expected to be a top 50 public U.S.
banking franchise by assets, on a pro-forma basis, with more than
$20 billion in assets, $14 billion in loans and $15 billion in
deposits. BNC’s existing corporate offices in High Point, North
Carolina, will remain and serve as headquarters for the firm’s
operations in the Carolinas and Virginia.
About Pinnacle
Pinnacle Financial Partners provides a full range of banking,
investment, trust, mortgage and insurance products and services
designed for businesses and their owners and individuals interested
in a comprehensive relationship with their financial institution.
The firm earned a place on Fortune’s 2017 list of the 100 Best
Companies to Work For in the U.S., and American Banker recognized
Pinnacle as the sixth-best bank to work for in 2016.
The firm began operations in a single downtown Nashville
location in October 2000 and has since grown to approximately $11.7
billion in assets at March 31, 2017. As the second-largest bank
holding company headquartered in Tennessee, Pinnacle operates in
the state’s four largest markets, Nashville, Memphis, Knoxville and
Chattanooga, as well as several surrounding counties.
Additional information concerning Pinnacle, which is included in
the NASDAQ Financial-100 Index, can be accessed
at www.pnfp.com.
About BNC
Headquartered in High Point, North Carolina, BNC Bancorp is the
parent company of Bank of North Carolina, D/B/A BNC Bank, a
commercial bank with total assets of $7.6 billion as of March 31,
2017. Bank of North Carolina provides a complete line of banking
and financial services to individuals and businesses through its 76
current banking offices in Virginia, North and South Carolina. Bank
of North Carolina is insured by the FDIC and is an equal housing
lender. BNC Bancorp's stock is traded and quoted in the Nasdaq
Capital Market under the symbol "BNCN." The Company's website is
www.bncbanking.com.
Forward-Looking Statements
All statements, other than statements of historical fact,
included in this press release, are forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995, Section 27A of the Securities Act and Section 21E of the
Exchange Act. The words “expect,” “anticipate,” “intend,” “plan,”
“believe,” “seek,” “estimate” and similar expressions are intended
to identify such forward-looking statements, but other statements
not based on historical information may also be considered
forward-looking including statements about the benefits to Pinnacle
and BNC of the proposed merger of Pinnacle and BNC, Pinnacle’s and
BNC’s future financial and operating results (including the
anticipated impact of the proposed merger of Pinnacle and BNC on
Pinnacle’s and BNC’s earnings and tangible book value) and
Pinnacle’s and BNC’s plans, objectives and intentions. All
forward-looking statements are subject to risks, uncertainties and
other facts that may cause the actual results, performance or
achievements of Pinnacle and BNC to differ materially from any
results expressed or implied by such forward-looking statements.
Such factors include, among others, (1) the risk that the cost
savings and any revenue synergies from the proposed merger of
Pinnacle and BNC may not be realized or take longer than
anticipated to be realized, (2) disruption from the proposed merger
with customers, suppliers, employee or other business partners
relationships, (3) the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement between Pinnacle and BNC, (4) the risk of successful
integration of the two companies’ businesses, (5) the amount of the
costs, fees, expenses and charges related to the proposed merger,
(6) reputational risk and the reaction of the parties’ customers,
suppliers, employees or other business partners to the proposed
merger, (7) the failure of the closing conditions to be satisfied,
or any unexpected delay in closing the proposed merger, (8) the
risk that the integration of Pinnacle’s and BNC’s operations will
be materially delayed or will be more costly or difficult than
expected, (9) the possibility that proposed merger may be more
expensive to complete than anticipated, including as a result of
unexpected factors or events, (10) the dilution caused by
Pinnacle’s issuance of additional shares of its common stock in the
proposed merger and (11) general competitive, economic, political
and market conditions. Additional factors which could affect the
forward looking statements can be found in Pinnacle’s Annual Report
on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports
on Form 8-K, or BNC’s Annual Report on Form 10-K, Quarterly Reports
on Form 10-Q, and Current Reports on Form 8-K, in each case filed
with the SEC and available on the SEC’s website at
http://www.sec.gov. Pinnacle and BNC disclaim any obligation to
update or revise any forward-looking statements contained in this
filing, which speak only as of the date hereof, whether as a result
of new information, future events or otherwise.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20170612006318/en/
Pinnacle Contacts:Investment Community:Harold Carpenter,
615-744-3742https://www.pnfp.comorNews Media:Joe Bass,
615-743-8219orBNC Bancorp Contacts:Investment
Community:David Spencer,
336-476--9200https://www.bncbanking.comorNews Media:Bobby Huckabee,
336-210-6019
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