SCBT Financial Corporation (NASDAQ: SCBT) and The Savannah
Bancorp, Inc. (NASDAQ: SAVB) jointly announced today the signing of
a definitive merger agreement under which SCBT will acquire The
Savannah Bancorp, Inc. for a total value of approximately $67.1
million.
Founded in 1990, The Savannah Bancorp, Inc. operates two banking
subsidiaries, The Savannah Bank and Bryan Bank & Trust, which
collectively have 11 locations in South Carolina and Georgia.
Savannah Bancorp also operates Minis & Co., Inc., a registered
investment advisor.
“The Savannah Bancorp team has built a strong community bank
with a great reputation and excellent market share. We have known
and respected The Savannah Bancorp for quite some time and look
forward to continuing their legacy of service to the community. The
cultures of our two organizations are very similar and we believe
this partnership is a great opportunity for the customers,
employees and shareholders of both companies,” said Robert R. Hill,
Jr., president and CEO, SCBT Financial Corporation.
Upon completion of the transaction, the combined company will
have approximately $5.3 billion in total assets, $4.5 billion in
total deposits, $3.8 billion in total loans, and a network of 87
branches in the Carolinas and Georgia. The two companies currently
serve four common counties in South Carolina and Georgia, where, on
a pro forma basis, the combined company will have $1.2 billion in
deposits earning it the #3 ranking in market share (source: SNL
Financial). Minis & Co., Inc., combined with SCBT’s existing
Wealth Management Group, will have total assets under management of
approximately $1.6 billion.
“We are pleased and excited to be joining forces with such a
high-performing and well capitalized banking company. We believe
this combination will be a win-win for our respective shareholders,
and will enable our talented staff to continue to focus on what
they do best ~ serving our communities,” said J. Curtis Lewis, III,
Chairman of the Board of The Savannah Bancorp, Inc.
"We have respected SCBT as a competitor and peer for many years
and have admired their ability to be successful throughout this
economic downturn," said John C. Helmken, II, president and CEO of
The Savannah Bancorp, Inc. "Now we bring that same admiration and
respect to a partnership which joins two like-minded management
teams and cultures together. We believe this synergy of similar
values toward employees, customers, communities and shareholders
aligns so well that our two companies combined are more powerful as
one.”
The merger agreement has been unanimously approved by the board
of directors of each company. The transaction is expected to close
in the fourth quarter of 2012 and is subject to customary
conditions, including approval by both SCBT and SAVB shareholders.
At closing, The Savannah Bancorp will be merged into SCBT Financial
Corporation.
Under the terms of the agreement, shareholders of The Savannah
Bancorp, Inc. will receive 0.2503 shares of SCBT common stock for
each share of SAVB common stock. The stock issuance is valued at
approximately $67.1 million in the aggregate, based on 7,199,237
shares of SAVB common stock outstanding and on SCBT’s August 7,
2012 closing stock price of $37.21.
Keefe, Bruyette & Woods, Inc. served as financial advisor
and Wachtell, Lipton, Rosen & Katz provided legal counsel to
SCBT Financial Corporation. SunTrust Robinson Humphrey served as
financial advisor and FIG Partners, LLC rendered a fairness
opinion, to The Savannah Bancorp, Inc. Sandler O’Neill &
Partners, L.P. also assisted The Savannah Bancorp, Inc. with the
transaction. Alston & Bird LLP and Ellis, Painter, Ratterree
& Adams LLP served as legal counsel to The Savannah Bancorp,
Inc.
Webcast
SCBT Financial Corporation and The Savannah Bancorp, Inc. will
host a conference call this afternoon at 1:00 p.m. EDT. The
conference call can be accessed by dialing (866) 328-3013 or (914)
495-8535 for international participants. The conference ID number
is 17977117. The link to the webcast can be found on
www.SCBTonline.com under Investor Relations. A replay will be
available from 4 p.m. Eastern Time on August 8, 2012 until 11:59
p.m. on August 17, 2012. To listen to the replay, dial (855)
859-2056 or (404) 537-3406. The pass code is 17977117. The event
and slide presentation will also be archived and available
beginning August 9, 2012 by midnight Eastern Time in the Investor
Relations section of www.SCBTonline.com.
SCBT will file a registration statement and other relevant
documents concerning the transaction with the Securities and
Exchange Commission and appropriate state and federal banking
authorities as soon as is practical. SCBT and SAVB will prepare a
joint proxy statement and other relevant documents concerning the
proposed transaction for their respective shareholders. SCBT and
SAVB shareholders are urged to read such proxy and registration
statements regarding the proposed transaction as they become
available and any other relevant documents filed with the SEC, as
well as any amendments or supplements to those documents because
these will contain important information. You will be able to
obtain a free copy of the registration statement, as well as other
filings containing information about SCBT Financial Corporation, at
the SEC’s internet site (http://www.sec.gov). The documents can
also be obtained, without charge, by directing a written request to
either SCBT Financial Corporation, Post Office Box 1030, Columbia,
SC 29202, Attention: Richard C. Mathis, Executive Vice President
and Treasurer, or The Savannah Bancorp, Inc., Post Office Box 188,
Savannah, GA 31401, Attention: Michael W. Harden, Jr., Chief
Financial Officer.
SCBT, SAVB and their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies
from the shareholders of SCBT and SAVB in connection with the
merger. Information about the directors and executive officers of
The Savannah Bancorp, Inc. and their ownership of SAVB common stock
is set forth in SAVB’s most recent proxy statement as filed with
the SEC, which is available at the SEC’s Internet site
(http://www.sec.gov) and at The Savannah Bancorp’s address in the
preceding paragraph. Information about the directors and executive
officers of SCBT Financial Corporation and their ownership of SCBT
common stock is set forth in SCBT’s most recent proxy statement
filed with the SEC and available at the SEC’s internet site and
from SCBT at the address set forth in the preceding paragraph.
Additional information regarding the interests of these
participants may be obtained by reading the proxy
statement/prospectus regarding the proposed transaction when it
becomes available.
SCBT Financial Corporation
SCBT Financial Corporation, Columbia, South Carolina is a
registered bank holding company incorporated under the laws of
South Carolina. The Company operates in South Carolina as SCBT; in
North Carolina as NCBT, a division of SCBT, and in Georgia as
Community Bank & Trust, a division of SCBT. Providing financial
services for over 78 years, SCBT Financial Corporation operates 76
locations in 19 South Carolina counties, 10 north Georgia counties,
and Mecklenburg County in North Carolina. SCBT Financial
Corporation has assets of approximately $4.4 billion, is the
largest publicly traded bank holding company in South Carolina and
its stock is traded under the symbol SCBT in the NASDAQ Global
Select Market. More information can be found at
www.SCBTonline.com.
The Savannah Bancorp, Inc.
The Savannah Bancorp, Inc., a bank holding company for The
Savannah Bank, N.A., Bryan Bank & Trust, and Minis & Co.,
Inc., is headquartered in Savannah, Georgia and began operations in
1990. The Company has eleven branches in Coastal Georgia and
South Carolina. Its primary businesses include loan, deposit,
trust, asset management, and mortgage origination services provided
to local customers.
Cautionary Statement Regarding Forward Looking
Statements
Statements included in this press release which are not
historical in nature are intended to be, and are hereby identified
as, forward looking statements for purposes of the safe harbor
provided by Section 21E of the Securities Exchange Act of 1934.
SCBT Financial Corporation cautions readers that forward looking
statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from forecasted
results. Such risks and uncertainties, include, among others, the
following possibilities: (1) the occurrence of any event, change or
other circumstances that could give rise to the termination of the
definitive merger agreement between SCBT and The Savannah Bancorp,
Inc.; (2) the outcome of any legal proceedings that may be
instituted against SCBT or The Savannah Bancorp, Inc.; (3) the
inability to complete the transactions contemplated by the
definitive merger agreement due to the failure to satisfy each
transaction’s respective conditions to completion, including the
receipt of regulatory approval; (4) credit risk associated with an
obligor's failure to meet the terms of any contract with the bank
or otherwise fail to perform as agreed; (5) interest risk involving
the effect of a change in interest rates on both the bank's
earnings and the market value of the portfolio equity; (6)
liquidity risk affecting the bank's ability to meet its obligations
when they come due; (7) price risk focusing on changes in market
factors that may affect the value of traded instruments in
"mark-to-market" portfolios; (8) transaction risk arising from
problems with service or product delivery; (9) compliance risk
involving risk to earnings or capital resulting from violations of
or nonconformance with laws, rules, regulations, prescribed
practices, or ethical standards; (10) strategic risk resulting from
adverse business decisions or improper implementation of business
decisions; (11) reputation risk that adversely affects earnings or
capital arising from negative public opinion; (12) terrorist
activities risk that results in loss of consumer confidence and
economic disruptions; (13) economic downturn risk resulting in
deterioration in the credit markets; (14) greater than expected
noninterest expenses; (15) excessive loan losses; (16) potential
deposit attrition, higher than expected costs, customer loss and
business disruption associated with the integration of Peoples
Bancorporation, Inc. and The Savannah Bancorp, Inc., including,
without limitation, potential difficulties in maintaining
relationships with key personnel and other integration
related-matters; and (17) other factors, which could cause actual
results to differ materially from future results expressed or
implied by such forward looking statements.
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