WINSTON-SALEM, N.C.,
Sept. 4, 2012 /PRNewswire/
-- Southern Community Financial Corporation ("Southern
Community") announced that the Board of Governors of the Federal
Reserve System has approved the acquisition of Southern Community
by Capital Bank Financial Corp. ("Capital Bank Financial"),
formerly known as North American Financial Holdings, Inc., a
North Carolina-based national bank
holding company. Completion of the transaction is subject to
the approval of Southern Community's shareholders and other
customary closing conditions. If approved by the shareholders
at the Special Meeting scheduled for September 19, 2012, the transaction is expected
to be consummated shortly thereafter.
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Jim Hastings, Chief Financial
Officer and Interim Chief Executive Officer of Southern Community
said "We welcome the Federal Reserve approval of this
transaction. All of our shareholders, employees and customers
are indebted to our chairman, Dr. William
Ward, and our Board's due diligence special committee for
their hard work in negotiating a merger that will provide our
community with a sound banking alternative for the coming
years."
About SCMF
Southern Community Financial Corporation is headquartered in
Winston Salem, North Carolina and
is the holding company of Southern Community Bank and Trust, a
community bank with twenty-two banking offices throughout
North Carolina.
Southern Community Financial Corporation's common stock and
trust preferred securities are listed on the NASDAQ Global Select
Market under the trading symbols SCMF and SCMFO, respectively.
Additional information about Southern Community is available on our
website at www.smallenoughtocare.com or by email at
investor.relations@smallenoughtocare.com.
Information in this document contains forward-looking
statements. Such forward looking statements can be identified by
the use of forward-looking terminology such as "may," "will,"
"expect," "anticipate," "estimate," "believe," or "continue," or
the negative thereof or other variations thereof or comparable
terminology. These statements involve risks and uncertainties that
could cause actual results to differ materially from anticipated
results or other expectations expressed in the forward-looking
statements, including without limitation, the occurrence of any
event, change or other circumstance that could give rise to the
termination of the merger agreement, the outcome of any legal
proceedings that may be instituted following the announcement of
the merger agreement, the inability to complete the transactions
contemplated by the merger agreement for any reason, including the
failure to obtain any required approvals, failure to achieve the
expected benefits of the proposed transaction, the effect of the
announcement or the consummation of the proposed transaction on any
relationships with third parties, including customers, risks that
the proposed transaction disrupts current plans and operations and
the potential difficulties in employee retention as a result of the
proposed transaction, any costs, fees and expenses associated with
the proposed transaction, market and economic conditions, the
management of our growth, the risks associated with loan portfolio
and real estate holdings, local economic conditions affecting
retail and commercial real estate, geographic concentration in the
southeastern region of the United
States, the assumptions and judgments required by loss share
accounting and the acquisition method of accounting, competition
within the industry, dependence on key personnel, government
legislation and regulation, risks related to technology and
information systems, and the other risks and uncertainties
discussed in Southern Community's SEC Filings, including its Annual
Report on Form 10-K for the year ended December 31, 2011. Southern Community does not
undertake any duty to update any forward-looking statements except
as required by law.
Cautionary Statement
This document does not constitute an offer to sell or a
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any state or jurisdiction in which such
an offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
Additional Information About This Transaction
This document may be deemed solicitation material in respect of
the proposed transaction between Southern Community and Capital
Bank Financial.
In connection with the proposed merger, Southern Community has
filed a proxy statement with the U.S. Securities and Exchange
Commission (the "SEC") which it has mailed to its shareholders.
Investors and security holders are urged to read the proxy
statement regarding the proposed merger because it contains
important information. You may obtain a free copy of the proxy
statement and other related documents filed by Southern Community
with the SEC at the SEC's website at www.sec.gov. The proxy
statement and the other documents may also be obtained for free by
accessing Southern Community's website at
http://www.smallenoughtocare.com under the heading "Investor
Relations" and then under the heading "SEC Filings."
Participants in the Solicitation
SCMF and its directors, executive officers, certain members
of management, and employees may have interests in the proposed
transaction or be deemed to be participants in the solicitation of
proxies of SCMF's shareholders to approve the matters necessary to
be approved to facilitate the proposed transaction. Shareholders
may obtain information regarding the participants and their
interest in the solicitation by reading the proxy
statement.
SOURCE Southern Community Financial Corporation