SOUTHERN PINES N.C. and ASHEVILLE, N.C., May 1,
2017 /PRNewswire/ -- First Bancorp (Nasdaq: FBNC), the
parent company of First Bank, announced today the signing of a
definitive merger agreement under which First Bancorp will acquire
ASB Bancorp, Inc. (Nasdaq: ASBB), the parent company of Asheville
Savings Bank, SSB, in a cash and stock transaction with a total
current value of approximately $175
million, or $43.12 per share
based on First Bancorp's closing share price on April 28, 2017. With over $5 billion in pro forma assets and more than 100
branches, this transaction will solidify First Bank's position as
the leading community bank in North
Carolina.
The merger agreement has been unanimously approved by the boards
of directors of each company. The transaction is expected to close
in the fourth quarter of 2017 and is subject to customary
conditions, including regulatory approvals and approval by ASB
Bancorp's shareholders. Subject to the terms of the merger
agreement, ASB Bancorp shareholders will receive 1.44 shares of
First Bancorp's common stock or $41.90 in cash, or a combination thereof, for
each share of ASB Bancorp common stock. The total consideration
will be prorated as necessary to ensure that 90% of the total
outstanding shares of ASB Bancorp common stock will be exchanged
for First Bancorp common stock and 10% of the total outstanding
shares of ASB Bancorp common stock will be exchanged for cash,
provided that the maximum number of shares of First Bancorp common
stock to be issued in exchange for ASB Bancorp common stock will
not exceed 19.9% of the number of shares of First Bancorp common
stock issued and outstanding immediately before the closing of the
merger.
Asheville Savings Bank currently operates 13 banking locations
in the Asheville, Marion and Brevard MSAs. Asheville Savings
Bank reported assets of $803 million,
gross loans of $606 million and
deposits of $682 million as of
March 31, 2017. The acquisition
complements First Bank's existing three branches in the
Asheville market.
"We are very excited to be partnering with Asheville Savings
Bank and increasing our footprint in the attractive Asheville market," said Richard Moore, Chief Executive Officer of First
Bancorp. "Like First Bank, Asheville Savings Bank was also
organized in the mid-1930's and has the same long history of
service to its customers, its communities and its shareholders.
More importantly, the organizational values of Asheville Savings
Bank, and its people, align very well with those of First
Bank. We are also pleased that Suzanne
S. DeFerie, President & Chief Executive Officer of ASB
Bancorp, will join First Bancorp as a board member and in a market
leadership capacity."
Upon completion of the acquisition, the combined company will
have approximately $5.2 billion in
assets, $3.9 billion in loans and
$4.3 billion in deposits. This
transaction represents a strategic and financially attractive
combination for both companies' shareholders and will solidify
First Bank's position as one of the top community banks in
North Carolina.
"We are proud to become part of a long standing, community
banking focused organization. The combination provides strong value
and potential upside for our shareholders going forward," said Ms.
DeFerie, "The combination also provides valuable additional
products and services for our customers, an expanded branch
network, and new opportunities for our employees as part of a
larger organization."
RBC Capital Markets, LLC served as exclusive financial advisor
to First Bancorp and Brooks Pierce McLendon
Humphrey & Leonard LLP provided legal
counsel. Keefe, Bruyette & Woods, Inc. served as exclusive
financial advisor to ASB Bancorp and Nelson
Mullins Riley & Scarborough, LLP served as legal
counsel.
INVESTOR PRESENTATION
Further information on the terms of this transaction will be
included in Form 8-Ks to be filed by First Bancorp and ASB Bancorp
with the Securities and Exchange Commission (the "SEC").
First Bancorp
First Bancorp is a bank holding company headquartered in
Southern Pines, North Carolina,
with total assets of approximately $4.4
billion. Its principal activity is the ownership and
operation of First Bank, a state-chartered community bank that
operates 95 branches in North
Carolina and South
Carolina. First Bank provides SBA loans to customers through
its nationwide network of lenders – for more information on First
Bank's SBA lending capabilities, please visit
www.localfirstbank.com. First Bancorp's common stock is traded on
The NASDAQ Global Select Market under the symbol "FBNC".
ASB Bancorp, Inc.
ASB Bancorp is the holding company for Asheville Savings Bank
(the "Bank"). The Bank is a North
Carolina chartered stock savings bank offering traditional
financial services through 13 full-service banking centers located
in Buncombe, Madison, McDowell, Henderson and Transylvania counties in Western North Carolina. Originally chartered
in 1936 and headquartered in Asheville,
North Carolina, the Bank is locally managed with a focus on
fostering strong relationships with its customers, its employees
and the communities it serves. The Bank was recognized as the 2016
#1 Best Overall Bank, #1 Best Mortgage Company, #1 Best Bank
Services for Small Business and #1 Best Business That Gives Back To
The Community by the readers of the Mountain Xpress newspaper in
Western North Carolina.
FORWARD-LOOKING STATEMENTS
This press release contains certain forward looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995 giving First Bancorp's and ASB
Bancorp's expectations or predictions of future financial or
business performance or conditions. Forward-looking statements are
typically identified by words such as "believe," "expect,"
"anticipate," "intend," "target," "estimate," "continue,"
"positions," "prospects" or "potential," by future conditional
verbs such as "will," "would," "should," "could" or "may", or by
variations of such words or by similar expressions. Such
forward-looking statements include, but are not limited to,
statements about the benefits of the combination of First Bancorp
and ASB Bancorp, including future financial and operating results,
expected cost savings, expected impact on future earnings, the
combined company's plans, objectives, expectations and intentions
and other statements that are not historical facts. These
forward-looking statements are subject to numerous assumptions,
risks and uncertainties which change over time.
Forward-looking statements speak only as of the date they are
made and you are cautioned not to place undue reliance on any
forward-looking statements. We assume no duty to update
forward-looking statements.
In addition to factors previously disclosed in First Bancorp's
and ASB Bancorp's reports filed with the SEC, the following
factors among others, could cause actual results to differ
materially from forward-looking statements: ability to obtain
regulatory approvals and meet other closing conditions to the
merger, including approval by ASB Bancorp's shareholders, on the
expected terms and schedule; delay in closing the merger;
difficulties and delays in integrating the First Bancorp and ASB
Bancorp businesses or fully realizing cost savings and other
benefits; business disruption following the proposed transaction;
changes in asset quality and credit risk; the inability to sustain
revenue and earnings growth; changes in interest rates and capital
markets; inflation; customer borrowing, repayment, investment and
deposit practices; the introduction, withdrawal, success and timing
of business initiatives; competitive conditions; the inability to
realize cost savings or revenues or to implement integration plans
and other consequences associated with mergers, acquisitions and
divestitures; economic conditions; the reaction to the transaction
of the companies' customers, employees and counterparties; and the
impact, extent and timing of technological changes, capital
management activities, and other actions of the Board of
Governors of the Federal Reserve and legislative and regulatory
actions and reforms.
ADDITIONAL INFORMATION ABOUT THE PROPOSED TRANSACTION AND
WHERE TO FIND IT
This communication is being made in respect of the proposed
transaction involving First Bancorp and ASB
Bancorp. This material is not a solicitation of any vote or
approval of ASB Bancorp's shareholders and is not a
substitute for the proxy statement/prospectus or any other
documents which First Bancorp and ASB
Bancorp may send in connection with the proposed
merger. This communication does not constitute an offer to
sell or the solicitation of an offer to buy any securities.
In connection with the proposed transaction, First
Bancorp intends to file with the SEC a Registration
Statement on Form S-4 that will include a proxy statement
of ASB Bancorp and a prospectus of First Bancorp, as
well as other relevant documents concerning the proposed
transaction. Investors and security holders are also urged to
carefully review and consider each of First
Bancorp's and ASB Bancorp's public filings with
the SEC, including but not limited to their Annual Reports on
Form 10-K, their proxy statements, their Current Reports on Form
8-K and their Quarterly Reports on Form 10-Q. The proxy
statement/prospectus will be mailed to ASB
Bancorp's shareholders. BEFORE MAKING ANY VOTING OR INVESTMENT
DECISIONS, INVESTORS AND SHAREHOLDERS OF ASB BANCORP ARE URGED TO
CAREFULLY READ THE ENTIRE REGISTRATION STATEMENT AND PROXY
STATEMENT/PROSPECTUS REGARDING THE PROPOSED MERGER WHEN IT BECOMES
AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC,
AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. Investors and security holders may obtain a free copy
of the proxy statement/prospectus (when available) and other
filings containing information about First
Bancorp and ASB Bancorp at
the SEC's website at www.sec.gov. Investors and
security holders may also obtain free copies of the documents filed
with the SEC by First Bancorp on its website
at http://www.localfirstbank.com and by ASB
Bancorp on its website
at www.ashevillesavingsbank.com.
First Bancorp, ASB Bancorp and certain of their respective
directors and executive officers, under the SEC's rules,
may be deemed to be participants in the solicitation of proxies
of ASB Bancorp's shareholders in connection with the
proposed transaction. Information about the directors and executive
officers of First Bancorp and their ownership
of First Bancorp common stock is set forth in the proxy
statement for First Bancorp's 2017 Annual Meeting of
Shareholders, as filed with the SEC on Schedule 14A
on March 27, 2017. Information about the directors and
executive officers of ASB Bancorp and their ownership
of ASB Bancorp common stock is set forth in the proxy
statement for ASB Bancorp's 2017 Annual Meeting of
Shareholders, as filed with the SEC on a Schedule 14A
on April 5, 2017. Additional information regarding the
interests of those participants and other persons who may be deemed
participants in the transaction may be obtained by reading the
proxy statement/prospectus regarding the proposed transaction when
it becomes available. Free copies of this document may be
obtained as described in the preceding paragraph.
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SOURCE First Bancorp and ASB Bancorp, Inc.