Columbia Bancorp to Merge with Fulton Financial Corporation
COLUMBIA, Md., July 26 /PRNewswire-FirstCall/ -- Columbia Bancorp
(NASDAQ: CBMD), based in Columbia, MD, today announced that it has
signed a definitive agreement to merge with Fulton Financial
Corporation (NASDAQ:FULT), based in Lancaster, Pennsylvania with
assets of $12.1 billion. Columbia Bancorp's sole banking subsidiary
is The Columbia Bank, also based in Columbia. Columbia Bancorp,
with approximately $1.3 billion in assets, operates 19 full-service
community banking offices and five retirement community banking
offices in Howard, Montgomery, Prince George's and Baltimore
Counties as well as Baltimore City. John M. Bond, Jr., Chairman and
CEO of Columbia Bancorp and Rufus A. Fulton, Jr., Chairman and CEO
of Fulton Financial Corporation made the merger announcement
jointly today. "We are delighted to join the Fulton Financial
family," said Bond. "As we considered strategic alternatives, it
became clear that a combination with Fulton was the best choice. We
share Fulton's corporate culture, we like the way they operate
their organization, and we appreciate Fulton's recognition of our
successes to date. We know that our ability to leverage the size
and strength of Fulton Financial while retaining our name, our
board, our employees and the ability to make decisions locally will
benefit our communities in the years to come. We also believe that
our stockholders will benefit from an opportunity to hold shares in
a larger and more diversified organization." "We are very pleased
that Columbia Bancorp has made the decision to join Fulton
Financial," said Fulton. "This transaction will be our third
acquisition in Maryland, and our largest acquisition to date.
Thanks to the hard work of its employees, The Columbia Bank enjoys
the largest market share (16.62%) in Howard County, Maryland and
has been very successful in other markets as well. The Columbia
Bank market area is geographically central to our existing
franchise in Pennsylvania, New Jersey, Delaware, Maryland and
Virginia." Fulton Financial will acquire all issued and outstanding
shares of common stock of Columbia Bancorp. According to the merger
agreement, each share of Columbia Bancorp 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 Columbia Bancorp stockholder 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, 50% of Columbia Bancorp's
outstanding shares will be converted into the cash consideration.
Those shares of Columbia Bancorp's stock that will be converted
into FFC stock would be exchanged based on a fixed exchange ratio
of 2.325 shares of FFC stock for each share of Columbia Bancorp's
stock. Those shares of Columbia Bancorp stock that will be
converted into cash will be converted into $42.48 per share of
Columbia Bancorp stock. Based on the $18.49 per share closing price
of Fulton Financial stock today, July 26, 2005, and the minimum
cash consideration, the transaction is valued at approximately $313
million. As of June 30, Columbia Bancorp had approximately 6.9
million shares of common stock outstanding. The price represents a
multiple of 3.42 times Columbia Bancorp's common stockholders'
equity as of June 30, 2005. The price equates to 21.0 times
Columbia Bancorp's trailing 12-month earnings per share as of June
30, 2005. The acquisition is subject to approval by the Federal
Reserve, the Maryland Commissioner of Financial Regulation and by
Columbia Bancorp shareholders. It is expected to close in the first
quarter of 2006. Upon completion of its acquisition of Columbia
Bancorp, Fulton Financial Corporation intends to retain The
Columbia Bank as a separate subsidiary. Mr. Bond will remain
Chairman and CEO. John A. Scaldara, Jr., currently President and
COO, will continue to serve in this capacity after the merger. The
current board of The Columbia Bank will remain after completion of
the transaction, and it is anticipated that Mr. Bond will join the
Board of Directors of Fulton Financial Corporation. Fulton
Financial Corporation operates 232 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; First
Washington State Bank, Windsor, NJ and Somerset Valley Bank,
Somerville, NJ. Fulton Financial 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 Columbia Bancorp
can be found at http://www.thecolumbiabank.com/. Columbia Bancorp
and its officers and directors may be deemed to be participants in
the solicitation of proxies from Columbia Bancorp's stockholders
with respect to the transactions contemplated by the merger
agreement. Information regarding Columbia Bancorp's named executive
officers and directors is included in Columbia Bancorp's Proxy
Statement for its 2005 Annual Meeting, filed with the SEC on March
16, 2005. Columbia Bancorp's 2005 Proxy Statement also discloses
the interests of such officers and directors in the event of an
acquisition of Columbia Bancorp (including, among other things, the
acceleration of certain benefits or rights upon a "change-in-
control"). Columbia Bancorp's Annual Report on Form 10-K, filed
with the SEC on March 15, 2005, also contains disclosures
concerning agreements with Columbia Bancorp's officers. Columbia
Bancorp's 2005 Proxy Statement and Annual Report on Form 10-K are
each available free-of-charge at the SEC's web site at
http://www.sec.gov/ and from Columbia Bancorp upon request. John M.
Bond, Jr., Chairman and CEO of Columbia Bancorp and The Columbia
Bank, and John A. Scaldara, Jr., President and COO of Columbia
Bancorp and The Columbia Bank, have entered into employment
agreements with The Columbia Bank that become effective upon
completion of the merger. As of the date of this news release,
Columbia Bancorp is not aware of any director or officer who
beneficially owns in excess of 5% of Columbia Bancorp common stock,
except as disclosed in its 2005 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 Columbia Bancorp'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 Columbia Bancorp 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
Form S-4, that Fulton and Columbia Bancorp will file a Proxy
Statement/Prospectus with the SEC in connection with the proposed
transaction, and that Columbia Bancorp will mail the Proxy
Statement/Prospectus to stockholders of Columbia Bancorp containing
information about the merger. 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, Columbia Bancorp, the
acquisition of Columbia Bancorp by Fulton, the persons soliciting
proxies relating to the merger, their interests in the merger 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 Columbia Bancorp by directing
a request to John A. Scaldara, Jr., President and COO, at 410-423-
8012. In addition to the Registration Statement and the Proxy
Statement/Prospectus, Fulton and Columbia Bancorp 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 room in
Washington, D.C. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. Fulton's and Columbia
Bancorp '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/. DATASOURCE: Columbia
Bancorp CONTACT: John M. Bond, Jr., Chairman and CEO,
+1-410-423-8010, or John A. Scaldara, Jr., President and COO,
+1-410-423-8012 Web site: http://www.thecolumbiabank.com/
http://www.fult.com/ Company News On-Call:
http://www.prnewswire.com/comp/127921.html
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