HIGH POINT, N.C., Aug. 14, 2015 /PRNewswire/ -- BNC Bancorp
("BNC," NASDAQ: BNCN), the holding company for Bank of North Carolina, and Southcoast Financial
Corporation ("Southcoast," NASDAQ: SOCB), the holding company for
Southcoast Community Bank, have entered into a definitive agreement
pursuant to which BNC will acquire all of the common stock of
Southcoast in a stock transaction valued at approximately
$95.5 million, based on the closing
price of BNC common stock on August 13,
2015.
Southcoast, headquartered in Mt.
Pleasant, South Carolina, operates 10 branches in
Mt. Pleasant, Charleston, Moncks
Corner, Johns Island,
Summerville, Goose Creek and North Charleston, South Carolina. As of
June 30, 2015, Southcoast reported
approximately $506 million in assets,
$383 million in loans, and
$361 million in deposits. Upon
completion of the transaction, BNC is expected to have
approximately $6.0 billion in assets,
$4.5 billion in loans, and
$4.9 billion in deposits. The
transaction is expected to be immediately accretive to BNC's fully
diluted earnings per share and tangible book value per share,
excluding deal costs.
Under the terms of the agreement, which has been approved by the
Boards of Directors of both companies, Southcoast shareholders will
receive a fixed price of $13.35 for
each share of Southcoast common stock, payable in shares of BNC
common stock based upon the 20-day volume weighted average price of
BNC common stock prior to the closing of the merger (the
"VWAP"), subject to minimum and maximum exchange ratios. If the
VWAP immediately prior to the merger is equal to or less than
$19.00, then each share of Southcoast
common stock will be converted into 0.7026 of a share of BNC common
stock. If the VWAP immediately prior to the merger is equal to or
more than $22.00, then each share of
Southcoast common stock will be converted into 0.6068 of a share of
BNC common stock. The transaction, which is subject to regulatory
approval, the approval of the shareholders of Southcoast, and other
customary conditions, is expected to close in the first quarter of
2016.
Commenting on the announcement, Rick
Callicutt, President and Chief Executive Officer of BNC,
said, "We are pleased to announce the combination of BNC and
Southcoast. This partnership will allow us to expand our presence
in one of the fastest growing and most dynamic regions in the
Southeast, the Charleston and
Mt. Pleasant, South Carolina
markets. We are most excited about Wayne
Pearson and his team joining BNC. Our combined companies
will be well positioned for further growth in the Charleston and Mt.
Pleasant markets with approximately $800 million in assets and a top-five deposit
market share in the Charleston-North
Charleston, SC MSA. The similar culture and core values of
Southcoast and BNC will allow us to accelerate the integration,
deepen existing customer relationships, and focus on expansion in
these highly-sought after markets. The Southcoast team has built a
bank that aligns with our vision of a high performing community
bank that creates value for all of its stakeholders while
'Delivering More' than our customers expect."
Callicutt continued, "The addition of Southcoast's 10 offices,
along with our upcoming acquisition of seven branches of
CertusBank, N.A. in the Upstate Region, will allow BNC to grow our
South Carolina franchise by
approximately 17 office locations in the two fastest growing
areas in the state."
Wayne Pearson, Chairman and Chief
Executive Officer of Southcoast, added, "We are pleased to join
forces with BNC to provide enhanced and long-term value to our
customers and communities. Our combination with BNC, with combined
total assets of approximately $6.0
billion, will provide greater capital resources and
operational scale that will allow us to grow with the robust
Charleston and Mt. Pleasant economies and capture additional
market share. In addition, BNC's track record for creating and
growing shareholder value will be a major plus for the Southcoast
shareholder base."
Troutman Sanders LLP provided legal counsel to BNC, while FIG
Partners, LLC served as financial advisor to BNC and Sandler
O'Neill + Partners LP served as a special advisor to BNC.
Haynsworth Sinkler Boyd, P.A. provided legal counsel to Southcoast,
while Banks Street Partners, LLC served as financial advisor to
Southcoast.
INVESTOR PRESENTATION
Further information on the terms of this transaction will be
included in a Form 8-K to be filed by BNC with the Securities and
Exchange Commission (the "SEC").
ABOUT BNC BANCORP
Headquartered in High Point, North
Carolina, BNC Bancorp is the parent company of Bank of
North Carolina, a commercial bank
with total assets in excess of $5.0
billion. Bank of North
Carolina provides a complete line of banking and financial
services to individuals and businesses through its 57 banking
offices in Virginia, North and
South Carolina. The Bank currently
has 12 locations in South Carolina
and nine locations in Virginia
that operate as BNC Bank. Bank of North
Carolina is insured by the FDIC and is an equal housing
lender. BNC Bancorp's stock is traded and quoted in the NASDAQ
Capital Market under the symbol "BNCN." BNC Bancorp's website
is www.bncbancorp.com.
FORWARD-LOOKING STATEMENTS
This Current Report contains "forward-looking statements" as
defined in the Private Securities Litigation Reform Act of 1995. In
general, forward-looking statements usually use words such as
"may," "believe," "expect," "anticipate," "intend," "will,"
"should," "plan," "estimate," "predict," "continue" and "potential"
or the negative of these terms or other comparable terminology,
including statements related to the expected timing of the closing
of the merger, the expected returns and other benefits of the
merger, to shareholders, expected improvement in operating
efficiency resulting from the merger, estimated expense reductions
resulting from the transactions and the timing of achievement of
such reductions, the impact on and timing of the recovery of the
impact on tangible book value, and the effect of the merger on
BNC's capital ratios. Forward-looking statements represent
management's beliefs, based upon information available at the time
the statements are made, with regard to the matters addressed; they
are not guarantees of future performance. Forward-looking
statements are subject to numerous assumptions, risks and
uncertainties that change over time and could cause actual results
or financial condition to differ materially from those expressed in
or implied by such statements.
Factors that could cause or contribute to such differences
include, but are not limited to, the possibility that expected
benefits may not materialize in the time frames expected or at all,
or may be more costly to achieve; that the merger may not be timely
completed, if at all; that prior to completion of the merger or
thereafter, the parties' respective businesses may not perform as
expected due to transaction-related uncertainties or other factors;
that the parties are unable to implement successful integration
strategies; that the required regulatory, shareholder, or other
closing conditions are not satisfied in a timely manner, or at all;
reputational risks and the reaction of the parties' customers to
the merger; diversion of management time to merger-related issues;
and other factors and risk influences contained in the cautionary
language included under the headings "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and
"Risk Factors" in BNC's Form 10-K for the year ended December 31, 2014 and other documents
subsequently filed by BNC with the SEC. Consequently, no
forward-looking statement can be guaranteed. Neither BNC nor
Southcoast undertakes any obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise. For any forward-looking statements made
in this Current Report on Form 8-K, the exhibits hereto or any
related documents, BNC and Southcoast claim protection of the safe
harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995.
ADDITIONAL INFORMATION
This communication is being made in respect of the Merger
involving BNC and Southcoast. This communication does not
constitute an offer to sell or the solicitation of an offer to buy
any securities or a solicitation of any vote or approval. In
connection with the merger, BNC will file with the SEC a
registration statement on Form S-4 that will include a proxy
statement/prospectus for the shareholders of Southcoast. BNC also
plans to file other documents with the SEC regarding the merger
with Southcoast. Southcoast will mail the final proxy
statement/prospectus to its shareholders. BEFORE MAKING ANY VOTING
OR INVESTMENT DECISION, INVESTORS AND SHAREHOLDERS ARE URGED TO
READ THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER AND ANY
OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE MERGER. The proxy statement/prospectus, as well as other
filings containing information about BNC and Southcoast, will be
available without charge, at the SEC's website
(http://www.sec.gov). Copies of the proxy statement/prospectus and
other documents filed with the SEC in connection with the merger
can also be obtained, when available, without charge, from BNC's
website (http://www.bncbancorp.com) and Southcoast's website
(http://www.southcoastbank.com).
Participants in the Merger Solicitation.
BNC and Southcoast, and certain of their respective directors,
executive officers and other members of management and employees
may be deemed to be participants in the solicitation of proxies
from the shareholders of Southcoast in respect of the merger.
Information regarding the directors and executive officers of BNC
and Southcoast and other persons who may be deemed participants in
the solicitation of the shareholders of Southcoast in connection
with the merger will be included in the proxy statement/prospectus
for Southcoast's special meeting of shareholders, which will be
filed by BNC with the SEC. Information about BNC's directors and
executive officers can also be found in BNC's definitive proxy
statement in connection with its 2015 annual meeting of
shareholders, as filed with the SEC on April
14, 2015, and other documents subsequently filed by BNC with
the SEC. Information about Southcoast's directors and executive
officers can also be found in Southcoast's Annual Report on Form
10-K, as filed with the SEC on March 12,
2015, and other documents subsequently filed by Southcoast
with the SEC. Additional information regarding the interests of
such participants will be included in the proxy
statement/prospectus and other relevant documents regarding the
merger filed with the SEC when they become available.
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SOURCE BNC Bancorp