Fulton Financial Corporation to Acquire SVB Financial Services,
Inc. LANCASTER, Pa., Jan. 11 /PRNewswire-FirstCall/ -- Fulton
Financial Corporation (NASDAQ:FULT), based in Lancaster,
Pennsylvania, with assets of $11.1 billion, has signed a definitive
agreement to acquire SVB Financial Services, Inc. (NASDAQ:SVBF),
based in Somerville, NJ. SVB Financial Services, Inc.'s, sole
banking subsidiary is Somerset Valley Bank, also based in
Somerville. Fulton Financial Corporation is the second largest
commercial bank holding company based in the Third Federal Reserve
District. Rufus A. Fulton, Jr., chairman and CEO of Fulton
Financial Corporation, John K. Kitchen, chairman of the board of
SVB Financial Services, and Robert P. Corcoran, SVB's president and
CEO and vice chairman of the board, made the merger announcement
jointly today. "Our union with Somerset Valley Bank is particularly
exciting for us," said Fulton. "This acquisition enables us to
solidify our presence in New Jersey markets while enhancing banking
convenience for our existing New Jersey customers, coming as it
does on the heels of our recent acquisition of First Washington
State Bank in neighboring Mercer County. With Somerset Valley Bank,
First Washington State Bank and our other New Jersey affiliates, we
will serve 14 of the 21 counties in New Jersey and offer 64
community banking locations in those markets." "We are pleased to
become members of Fulton Financial's growing family of New Jersey
banks," said Kitchen. "We feel certain that this move is the right
one, and that it will benefit our shareholders, our customers, our
employees and the communities we serve." "Once we made the decision
to align with another bank, joining Fulton clearly seemed the best
choice for our shareholders, our customers and our employees," said
Corcoran. "We were pleased that Fulton's management recognized the
outstanding service that we provide, and that they want to preserve
that high quality service for the future by retaining our bank
name, our employees, and our ability to make decisions locally. Our
customers and our communities can expect to see a continuation of
the personal, professional relationship banking focus they have
come to expect from Somerset Valley Bank." Fulton Financial will
acquire all issued and outstanding shares of common stock of SVB
Financial Services, Inc. According to the merger agreement, each
share of SVB Financial Services' common stock outstanding at the
time of the merger will be exchanged for a combination of Fulton
Financial Common stock and cash based on a "cash election merger"
structure. Each SVB shareholder will have the ability to elect to
receive 100% of the merger consideration in FFC stock, 100% in
cash, or a combination of FFC stock and cash. Their elections will
be subject to prorating to achieve a result where, at a minimum,
20% and, at a maximum, 40% of SVB's outstanding shares will receive
cash consideration. Those shares of SVB stock that will be
converted into FFC stock would be exchanged based on a fixed
exchange ratio of .9519 shares of FFC stock for each share of SVB
stock. Those shares of SVB stock that will be converted into cash
will be converted into a per share amount of cash based on a fixed
price of $21.00 per share of SVB stock. Based on the $22.18 per
share closing price of Fulton Financial stock on January 11, 2005
and the minimum cash consideration, the transaction is valued at
approximately $89.0 million. As of December 31, SVB Financial
Services had approximately 4.1 million shares of common stock
outstanding. The price represents a multiple of 3.12 times SVB
Financial Services' common shareholders' equity as of September 30,
2004. The price equates to 25.7 times trailing 12-month earnings
per share as of September 30, 2004. The acquisition is subject to
approval by the Federal Reserve, the State of New Jersey's
Department of Banking and Insurance, and by SVB Financial Services'
shareholders. It is expected to close in the third quarter of 2005.
Upon completion of its acquisition of SVB Financial Services, Inc.,
Fulton Financial Corporation intends to retain Somerset Valley Bank
as a separate subsidiary. Mr. Kitchen will remain chairman and Mr.
Corcoran will remain president and CEO of Somerset Valley Bank and
also vice chairman of the board after the completion of the
transaction. A director of SVB will also join the Board of
Directors of Fulton Financial Corporation. SVB Financial Services,
Inc., with approximately $475 million in assets, currently operates
eleven community banking offices in Somerset, Hunterdon and
Middlesex Counties in New Jersey. Fulton Financial Corporation
operates 224 banking offices in Pennsylvania, Maryland, Delaware,
New Jersey and Virginia through the following affiliates: Fulton
Bank, Lancaster, PA; Lebanon Valley Farmers Bank, Lebanon, PA;
Swineford National Bank, Middleburg, PA; Lafayette Ambassador Bank,
Easton, PA; FNB Bank, N.A., Danville, PA; Hagerstown Trust,
Hagerstown, MD; Delaware National Bank, Georgetown, DE; The Bank,
Woodbury, NJ; The Peoples Bank of Elkton, Elkton, MD; Skylands
Community Bank, Hackettstown, NJ; Premier Bank, Doylestown, PA;
Resource Bank, Virginia Beach, VA and First Washington State Bank,
Windsor, NJ. The Corporation's financial services affiliates
include Fulton Financial Advisors, N.A., Lancaster, PA; Fulton
Insurance Services Group, Inc., Lancaster, PA; and Dearden,
Maguire, Weaver and Barrett, LLC, West Conshohocken, PA.
Residential mortgage lending is offered through Fulton Mortgage
Company and Resource Mortgage. Additional information on Fulton
Financial Corporation is available on the Internet at
http://www.fult.com/. Additional information on SVB Financial
Services, Inc. can be found at http://www.somersetvalleybank.com/.
SVB Financial Services, Inc. and its officers and directors may be
deemed to be participants in the solicitation of proxies from SVB
Financial shareholders with respect to the transactions
contemplated by the merger agreement. Information regarding SVB
Financial Services, Inc.'s officers and directors is included in
SVB Financial's Proxy Statement for its 2004 Annual Meeting, filed
with the SEC on March 29, 2004. SVB Financial's 2004 Proxy
Statement also discloses the interests of such officers and
directors in the event of an acquisition of SVB Financial
(including, among other things, the acceleration of certain
benefits or rights upon a "change-in-control"). SVB Financial's
Quarterly Reports on Form 10-Q, filed with the SEC on March 12,
2004 and August 17, 2004 and November 15, 2004, contain additional
disclosures concerning agreements with SVB Financial Services,
Inc.'s officers. SVB Financial's 2004 Proxy Statement and Quarterly
Reports on Form 10-Q are each available free-of-charge at the SEC's
web site at http://www.sec.gov/ and from SVB Financial upon
request. In addition to the interests disclosed in SVB Financial
Services, Inc.'s 2004 Proxy Statement and Quarterly Reports on Form
10-Q, upon completion of the merger, Robert P. Corcoran, President
and CEO of SVB Financial Services, Inc., and Arthur E. Brattlof,
Executive Vice President and Chief Lending Officer, will enter into
a two-year employment agreement with Somerset Valley Bank and
Fulton Financial Corporation. As of the date of this news release,
SVB Financial is not aware of any director or officer who
beneficially owns in excess of 5% of SVB Financial common stock,
except as disclosed in its 2004 Proxy Statement. Safe Harbor
Statement: Except for historical information contained herein, the
matters discussed in this release are forward-looking statements.
Investors are cautioned that all forward-looking statements involve
risks and uncertainty, including without limitation, the ability to
achieve anticipated merger related operational efficiencies, the
ability to enhance revenues through increased market penetration,
expanded lending capacity and product offerings and other risks
detailed from time to time in Fulton's and SVB Financial's SEC
filings, including forms 10-Q and 10-K (copies of which are
available from Fulton without charge in hard copy or online at
http://www.sec.gov/). Fulton and SVB Financial disclaim any
intention or obligation to publicly update or revise any
forward-looking statements, whether as a result of events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events. Additional Information and Where to Find It:
It is expected that Fulton will file a Registration Statement on
SEC Form S-4, that Fulton and SVB Financial will file a Proxy
Statement/Prospectus with the SEC in connection with the
transaction discussed herein, and that SVB Financial will mail a
Proxy Statement/Prospectus to shareholders of SVB Financial
containing information about the Acquisition. Investors and
security holders are urged to read the Registration Statement and
the Proxy Statement/Prospectus carefully when they are available.
The Registration Statement and the Proxy Statement/Prospectus will
contain important information about Fulton, SVB Financial, the
acquisition of SVB Financial by Fulton, the persons soliciting
proxies relating to the acquisition, their interests in the
acquisition and related matters. Investors and security holders
will be able to obtain free copies of these documents through the
website maintained by the SEC at http://www.sec.gov/. Free copies
of the Proxy Statement/Prospectus and these other documents may
also be obtained from Fulton by directing a request to George R.
Barr, Secretary, at (717) 291-2411 or from SVB Financial by
directing a request to Keith McCarthy, Treasurer and Chief
Operating Officer, at (908) 541-9500 x305. In addition to the
Registration Statement and the Proxy Statement/Prospectus, Fulton
and SVB Financial file annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and
copy any reports, statements or other information at the SEC public
reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549
or at any of the SEC's other public reference rooms in New York,
New York and Chicago, Illinois. Please call the SEC at
1-800-SEC-0330 for further information on the public reference
rooms. Fulton's and SVB Financial's filings with the SEC are also
available to the public from commercial document-retrieval services
and at the Web site maintained by the SEC at http://www.sec.gov/.
Filed by: Fulton Financial Corporation Pursuant to Rule 425 under
the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934 Subject Company: SVB
Financial Services, Inc. (Commission File No. 000-22407)
DATASOURCE: Fulton Financial Corporation CONTACT: Laura J. Wakeley,
Fulton Financial Corporation, +1-717-371-2379 Web site:
http://www.somersetvalleybank.com/ Web site: http://www.fult.com/
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