Charter Financial Corporation (NASDAQ:CHFN) (the "Company")
announced today the completion of its merger (the “Merger”) with
Tucker, Georgia-based Resurgens Bancorp (“Resurgens”) effective
September 1, 2017, pursuant to the previously announced
definitive Agreement and Plan of Merger (the “Merger Agreement”)
between the Company and Resurgens, dated as of June 1, 2017.
Additionally, Resurgens Bank, a wholly-owned subsidiary of
Resurgens which operated two branches in the Atlanta metropolitan
area, has merged with and into CharterBank, a wholly-owned
subsidiary of the Company. The combined Company had, on a pro forma
basis as of June 30, 2017, approximately $1.6 billion of total
assets, approximately $1.3 billion of deposits and approximately
$1.2 billion of loans, with 22 banking offices in Metro Atlanta,
the I-85 corridor south to Auburn, Alabama, and the Florida Gulf
Coast.
Robert L. Johnson, Chief Executive Officer and
Chairman of the Company and CharterBank said, “With the Merger now
complete, we are very pleased with our expanded presence in the
Metro Atlanta market. We now have over $668.7 million of loans and
$711.8 million of deposits, and operate 11 branches in the Atlanta
metropolitan area.”
Under the terms of the Merger Agreement, the
Company acquired all of the outstanding shares of Resurgens common
stock for $17.00 per share, with a total transaction value of
approximately $25.8 million. Excluding one-time merger-related
costs, the transaction is expected to be immediately accretive to
the Company's earnings per common and diluted share. A more
complete description of the Merger consideration is contained in
the Merger Agreement in an 8-K filed with the Securities and
Exchange Commission on June 1, 2017.
Systems conversions and operational integration
of Resurgens Bank into CharterBank is expected to be finished in
February 2018. Until this time, Resurgens clients should continue
to conduct their banking business as usual using existing Resurgens
branches, debit cards, checks, ATMs and making loan payments until
conversion is complete. The Company will communicate with our new
customers as we complete the integration.
Charles M. DeWitt III, who previously served as
founding CEO of Resurgens, will serve as Charter's President of the
North Atlanta market. In addition to managing his team in DeKalb
County, Mr. DeWitt will also manage the four Cobb County branches
brought over in the acquisition of CBS Financial Corporation
("CBS").
“We are thrilled to have Charles join our
management team,” Mr. Johnson said. “Charles has done excellent
work at Resurgens as CEO, and we expect his strong leadership
across this wider market area."
Sylvia D. Hamby, who previously served as Cobb
County President after making the transition from CBS, is
retiring.
“Sylvia's presence during the acquisition and
integration of the CBS team was invaluable, and she has done an
amazing job making that team part of the CharterBank family and
building our business in Cobb County,” Mr. Johnson said. “We
congratulate Sylvia on her many contributions and accomplishments,
and wish her nothing but the best in her retirement.”
About Charter Financial
Corporation
Charter Financial Corporation is a savings and
loan holding company and the parent company of CharterBank, a
full-service community bank and a federal savings institution.
CharterBank is headquartered in West Point, Georgia, and operates
branches in Metro Atlanta, the I-85 corridor south to Auburn,
Alabama, and the Florida Gulf Coast. CharterBank's deposits are
insured by the Federal Deposit Insurance Corporation. Investors may
obtain additional information about Charter Financial Corporation
and CharterBank on the internet at www.charterbk.com under
About Us.
Forward-Looking Statements
This release may contain “forward-looking
statements” within the meaning of the federal securities laws.
These statements may be identified by use of such words as
“believe,” “expect,” “anticipate,” “should,” “well-positioned,”
“planned,” “intend,” “strive,” “probably,” “focused on,”
“estimated,” “working on,” “continue to,” “seek,” "leverage,"
"building," and “potential.” Examples of forward-looking statements
include, but are not limited to, statements regarding future
growth, profitability, expense reduction, improvements in income
and margins, increasing stockholder value, and estimates with
respect to our financial condition and results of operation and
business that are subject to various factors that could cause
actual results to differ materially from these estimates. These
factors include but are not limited to the Company's inability to
implement its business strategy; general and local economic
conditions; changes in interest rates, deposit flows, demand for
mortgages and other loans, real estate values, and competition;
changes in loan defaults and charge-off rates; changes in the value
of securities and other assets, adequacy of loan loss reserves, or
deposit levels necessitating an increase in borrowing to fund loans
and investments; the changing exposure to credit risk; the
inability to identify suitable future acquisition targets; the
potential inability to effectively integrate and manage the new
businesses and lending teams that transitioned from Community Bank
of the South and Resurgens Bank; the inability to properly leverage
the expansion into the North Atlanta market; changes in legislation
or regulation; other economic, competitive, governmental,
regulatory, and technological factors affecting our operations,
pricing, products, and services; the effect of cyberterrorism and
system failures; the uncertainty in global markets resulting from
the new administration; and the effects of geopolitical instability
and risks such as terrorist attacks, the effects of weather and
natural disasters such as floods, droughts, wind, tornadoes and
hurricanes, and the effect of any damage to our reputation
resulting from developments relating to any of the factors listed
herein. Any or all forward-looking statements in this release and
in any other public statements we make may turn out to be wrong.
They can be affected by inaccurate assumptions we might make or
known or unknown risks and uncertainties. Consequently, no
forward-looking statements can be guaranteed. Except as required by
law, the Company disclaims any obligation to subsequently revise or
update 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. Additional
information concerning factors that could cause actual results to
differ materially from those forward-looking statements is
contained from time to time in the Company's filings with the
Securities and Exchange Commission. The Company refers you to the
section entitled “Risk Factors” contained in the Company's Annual
Report on Form 10-K for the fiscal year ended September 30,
2016. Copies of each filing may be obtained from the Company or the
Securities and Exchange Commission.
The risks included here are not exhaustive and
undue reliance should not be placed on any forward-looking
statements, which are based on current expectations. All written
and oral forward-looking statements attributable to the Company,
its management, or persons acting on their behalf are qualified in
their entirety by these cautionary statements. Further,
forward-looking statements speak only as of the date they are made,
and the Company undertakes no obligation to update or revise
forward-looking statements to reflect changed assumptions, the
occurrence of unanticipated events or changes to future operating
results over time unless otherwise required by law.
Contact:
Robert L. Johnson, Chairman & CEO
Curt Kollar, CFO
706-645-1391
bjohnson@charterbank.net or
ckollar@charterbank.net
Dresner Corporate Services
Steve Carr
312-780-7211
scarr@dresnerco.com
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