Bank of the Ozarks, Inc. (NASDAQ: OZRK) and C1 Financial, Inc.
(NYSE: BNK) jointly announced today the signing of a definitive
agreement and plan of merger (“Agreement”) whereby Bank of the
Ozarks, Inc. (“OZRK”) will acquire C1 Financial, Inc. (“C1”) and
its wholly-owned bank subsidiary, C1 Bank, in an all-stock
transaction valued at approximately $402.5 million, or
approximately $25.00 per C1 share, subject to potential adjustments
as described in the Agreement. Closing of the transaction is
expected to be immediately accretive to OZRK’s book value per
common share and its tangible book value per common share. The
transaction is expected to be accretive to OZRK’s diluted earnings
per common share by $0.02 to $0.04, including transaction costs,
for the first twelve months after the transaction closes and by
$0.07 to $0.10 for the second twelve months.
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C1, headquartered in St. Petersburg, Florida, operates 32
Florida banking offices on the west coast of Florida and in
Miami-Dade and Orange Counties. The majority of the offices are
located in Florida’s top six metropolitan markets. At September 30,
2015, C1 had approximately $1.7 billion of total assets, $1.4
billion of loans and $1.3 billion of deposits.
Trevor Burgess, President and Chief Executive Officer of C1 and
founder of C1 Bank, was named American Banker’s Community Banker of
the Year in 2014 and is recognized nationally for leadership in
banking innovation. Upon closing of the transaction, Burgess will
serve as Chief Innovation Officer of OZRK and President of its
Florida operations. Burgess is expected to be nominated at a future
annual meeting of shareholders for membership on the OZRK board of
directors as part of a group of C-level officers who rotate from
year to year on the board.
Burgess stated, “We are excited to have found a new partner in
Bank of the Ozarks, which shares our passions for the entrepreneur,
for first class service, and for making a fundamental difference in
our communities. Together, with an expanded product set and
increased firepower, we will be able to serve an even broader array
of businesses and families in the state of Florida. In my role
as Chief Innovation Officer, I will have an opportunity to
integrate the technology we incubated in C1 Labs and develop new
technology applications on a national scale. We believe this
transaction is an excellent opportunity for our shareholders.”
George Gleason, Chairman and Chief Executive Officer of Bank of
the Ozarks, Inc. and American Banker’s Community Banker of the Year
in 2010, commented, “We are very pleased to announce the
acquisition of C1 Bank, a premier community bank in Florida. This
acquisition provides us with 32 additional offices in Florida,
including entry into the Miami, Orlando and Cape Coral-Ft. Myers
markets and significantly expands our existing 10-office Florida
presence. The addition of these branches in some of Florida’s best
high growth, deposit-rich markets is very attractive to us, but of
equal value is the skilled and dedicated team at C1 Bank. The C1
team’s entrepreneurial spirit and proven track record of growth,
technology and innovation provide important elements for our
combined companies as we strive to continue to be an industry
leader in providing best-of-class customer experiences and
operational efficiencies.”
Under the terms of the Agreement, which has been unanimously
approved by the boards of directors of both companies, each holder
of outstanding shares of common stock of C1 will receive shares of
common stock of OZRK. The number of OZRK shares to be issued will
be determined based on OZRK’s ten day average closing stock price
as of the second business day prior to the closing date, subject to
a minimum and maximum price of $39.79 to $66.31, respectively. The
consideration payable to C1 shareholders is subject to downward
adjustment if the net book value of C1 at the time of the merger is
below a specified level and is subject to an upward adjustment if
certain loans of C1 are sold at a price above a specified amount.
These potential adjustments are not expected to result in any
material change to the consideration payable and are described in
the Agreement.
Upon the closing of the transaction, C1 will merge into OZRK and
C1 Bank will merge into OZRK’s wholly-owned bank subsidiary, Bank
of the Ozarks. Completion of the transaction is subject to certain
closing conditions, including customary regulatory approvals and
approval by C1 shareholders. The transaction is expected to close
late in the first quarter of 2016 or early in the second quarter of
2016.
This transaction will be OZRK’s fifteenth acquisition since
March, 2010. On October 19, 2015 OZRK announced a definitive
agreement and plan of merger with Community & Southern
Holdings, Inc. of Atlanta, Georgia which is also expected to close
late in the first quarter of 2016 or early in the second quarter of
2016.
In addition to the information contained within this
announcement, an Investor Presentation containing additional
information regarding this transaction has been posted on OZRK’s
website www.bankozarks.com under “Investor Relations” and on C1’s
website at www.c1bank.com under “Investor Relations.”
C1 was advised by Sandler O’Neill + Partners, L.P. as financial
advisor and Davis Polk & Wardwell LLP and Shutts & Bowen
LLP as legal counsel. OZRK was represented by the law firm of Kutak
Rock LLP.
ABOUT BANK OF THE OZARKS, INC.
Bank of the Ozarks, Inc. is a bank holding company with $9.3
billion in total assets as of September 30, 2015 and trades on the
NASDAQ Global Select Market under the symbol “OZRK.” OZRK owns a
state-chartered subsidiary bank that conducts banking operations
through 174 offices in Arkansas, Georgia, North Carolina, Texas,
Florida, Alabama, South Carolina, New York and California. OZRK may
be contacted at (501) 978-2265 or P. O. Box 8811, Little Rock,
Arkansas 72231-8811. OZRK’s website is: www.bankozarks.com.
ABOUT C1 FINANCIAL, INC.
C1 Financial is based in St. Petersburg, Florida and operates 31
banking centers and one loan production office on the west coast of
Florida and in Miami-Dade and Orange Counties. As of December 31,
2014, C1 was the 18th largest bank headquartered in the state of
Florida by assets and the 16th largest by equity, having grown both
organically and through acquisitions, and was the sixth
fastest-growing bank in the country as measured by asset growth for
the five-year period ending June 30, 2014. Additional information
is available at www.c1bank.com.
ADDITIONAL INFORMATION
This communication is being made in respect of the proposed
merger transaction involving Bank of the Ozarks, Inc. (“OZRK”) and
C1 Financial, Inc. (“C1”). 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, nor shall
there be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of such jurisdiction. In
connection with the proposed merger, OZRK will file with the
Securities and Exchange Commission (“SEC”) a registration statement
on Form S-4 that will include a proxy statement of C1 and a
prospectus of OZRK. OZRK and C1 also plan to file other documents
with the SEC regarding the proposed merger transaction and a
definitive proxy statement/prospectus will be mailed to
shareholders of C1. BEFORE MAKING ANY VOTING OR INVESTMENT
DECISION, INVESTORS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY
OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION. The proxy statement/prospectus, as
well as other filings containing information about OZRK and C1 will
be available without charge, at the SEC’s Internet site
(http://www.sec.gov). Copies of the proxy statement/prospectus and
the filings with the SEC that will be incorporated by reference in
the proxy statement/prospectus can also be obtained, when
available, without charge, from OZRK’s website at
http://www.bankozarks.com under the Investor Relations tab (in the
case of documents filed by OZRK) and on C1’s website at
https://www.c1bank.com (in the case of documents filed by C1).
OZRK and C1, 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 C1 in respect of the proposed merger
transaction. Certain information about the directors and executive
officers of OZRK is set forth in its Annual Report on Form 10-K for
the year ended December 31, 2014, which was filed with the SEC on
February 27, 2015 and its proxy statement for its 2015 annual
meeting of shareholders, which was filed with the SEC on March 25,
2015. Certain information about the directors and executive
officers of C1 is set forth in its Annual Report on Form 10-K for
the year ended December 31, 2014, which was filed with the SEC on
February 20, 2015, its proxy statement for its 2015 annual meeting
of shareholders, which was filed with the SEC on March 10, 2015,
and its Current Reports on Form 8-K, which were filed with the SEC
on July 1, 2015 and September 14, 2015. Other information regarding
the participants in the proxy solicitations and a description of
their direct and indirect interests, by security holdings or
otherwise, will be included in the proxy statement/prospectus and
other relevant documents filed with the SEC when they become
available.
CAUTION ABOUT FORWARD-LOOKING STATEMENTS
This communication contains certain forward-looking information
about OZRK and C1 that is intended to be covered by the safe harbor
for “forward-looking statements” provided by the Private Securities
Litigation Reform Act of 1995. All statements other than statements
of historical fact are forward-looking statements. In some cases,
you can identify forward-looking statements by words such as “may,”
“hope,” “will,” “should,” “expect,” “plan,” “anticipate,” “intend,”
“believe,” “estimate,” “predict,” “potential,” “continue,” “could,”
“future” or the negative of those terms or other words of similar
meaning. These forward-looking statements include, without
limitation, statements relating to the terms and closing of the
proposed transaction between OZRK and C1, the proposed impact of
the merger on OZRK’s financial results, including any expected
increase in OZRK’s book value and tangible book value per common
share and any expected increase in diluted earnings per common
share, acceptance by C1’s customers of OZRK’s products and
services, the opportunities to enhance market share in certain
markets, market acceptance of OZRK generally in new markets, and
the integration of C1’s operations. You should carefully read
forward-looking statements, including statements that contain these
words, because they discuss the future expectations or state other
“forward-looking” information about OZRK and C1. A number of
important factors could cause actual results or events to differ
materially from those indicated by such forward-looking statements,
many of which are beyond the parties’ control, including the
parties’ ability to consummate the transaction or satisfy the
conditions to the completion of the transaction, including the
receipt of shareholder approval, the receipt of regulatory
approvals required for the transaction on the terms expected or on
the anticipated schedule; the parties’ ability to meet expectations
regarding the timing, completion and accounting and tax treatments
of the transaction; the possibility that any of the anticipated
benefits of the proposed merger will not be realized or will not be
realized within the expected time period; the risk that integration
of C1’s operations with those of OZRK will be materially delayed or
will be more costly or difficult than expected; the failure of the
proposed merger to close for any other reason; the effect of the
announcement of the merger on customer relationships and operating
results (including, without limitation, difficulties in maintaining
relationships with employees or customers); dilution caused by
OZRK’s issuance of additional shares of its common stock in
connection with the merger; the possibility that the merger may be
more expensive to complete than anticipated, including as a result
of unexpected factors or events; the diversion of management time
on transaction related issues; general competitive, economic,
political and market conditions and fluctuations; changes in the
regulatory environment; changes in the economy affecting real
estate values; C1’s ability to achieve loan and deposit growth;
projected population and income growth in C1’s targeted market
areas; volatility and direction of market interest rates and a
weakening of the economy which could materially impact credit
quality trends and the ability to generate loans; and the other
factors described in OZRK’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2014 and in its most recent
Quarterly Reports on Form 10-Q filed with the SEC, or described in
C1’s Annual Report on Form 10-K for the fiscal year ended December
31, 2014 and its most recent Quarterly Reports on Form 10-Q filed
with the SEC. OZRK and C1 assume no obligation to update the
information in this communication, except as otherwise required by
law. Readers are cautioned not to place undue reliance on these
forward-looking statements, all of which speak only as of the date
hereof.
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Bank of the Ozarks, Inc.Susan Blair, 501-978-2217orC1 Financial,
Inc.Trevor Burgess, 727-456-5808
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