Bank of Wilmington Announces Formation of Bank Holding Company
June 24 2005 - 1:54PM
PR Newswire (US)
Bank of Wilmington Announces Formation of Bank Holding Company
WILMINGTON, N.C., June 24 /PRNewswire-FirstCall/ -- Bank of
Wilmington (NASDAQ:BKWW) announced today that its Board of
Directors has approved the formation of a bank holding company for
the Bank. The proposed reorganization will be effected through a
share exchange in which each of the Bank's shareholders will
receive one share of common stock of Bank of Wilmington Corporation
("BankCorp") in exchange for each of their shares of the Bank's
common stock. BankCorp is a new corporation that is being organized
for purposes of the reorganization, and its officers and directors
will be the same as those of the Bank. Following the
reorganization, the Bank's shareholders will be shareholders of the
new holding company, and the holding company will be the Bank's
parent company. The Bank will continue to exist as a North Carolina
bank and to be managed by its current Board of Directors and
officers, and it will engage in the same business in which it
presently is engaged at all of its presently established branch
offices. Cameron Coburn, Chairman, President and CEO of the Bank,
stated that "We expect that this new corporate structure will give
us additional flexibility in conducting and funding the Bank's
business. We view the formation of a holding company as a natural
progression in the Board of Director's charge to manage the Bank's
business and enhance franchise value for our stockholders."
Completion of the reorganization is subject to approval by the
Bank's shareholders and regulators. A special meeting of
shareholders will be held during August for the purpose of voting
on approval of the reorganization, and proxy materials containing
additional information about the meeting and the reorganization
will be distributed to shareholders in the near future. Subject to
receipt of all required approvals, it currently is expected that
the reorganization will be completed during the third quarter of
2005. Bank of Wilmington's common stock is traded on The Nasdaq
SmallCap Market under the symbol BKWW. Established in 1998, the
Bank has three locations: 1117 Military Cutoff Road; 3702 South
College Road in the Pine Valley neighborhood; and 14572 US Highway
17 in Hampstead. Operating hours are Monday - Friday, Lobby: 9 a.m.
to 5 p.m. Drive Thru (excluding the Hampstead location): 8:30 a.m.
to 5 p.m. Proxy Statement The Bank intends to file a proxy
statement with the Federal Deposit Insurance Corporation (FDIC) in
connection with the proposed share exchange. INVESTORS AND
SHAREHOLDERS OF THE BANK ARE URGED TO READ THE PROXY STATEMENT WHEN
IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE BANK, BANKCORP, AND THE SHARE EXCHANGE. The proxy
statement and other relevant materials (when they become
available), and any other documents filed by the Bank with the
FDIC, will be available at prescribed rates at the FDIC's offices
located at 550 17th Street, N.W., Room F-6043, Washington, DC
20429, or by calling the FDIC Disclosure Group at (202) 898-8913.
In addition, investors and shareholders may obtain free copies of
the documents filed by the Bank with the FDIC by directing a
written request to: Bank of Wilmington, 1117 Military Cutoff Road,
Wilmington, North Carolina 28405, Attention: Ms. Betty V. Norris,
Chief Financial Officer. Investors and shareholders are urged to
read the proxy statement and the other relevant materials when they
become available before making any voting or investment decision
with respect to the share exchange. The Bank and its executive
officers and directors may be deemed to be participants in the
solicitation of proxies from the Bank's shareholders in connection
with the special meeting of shareholders. Investors and
shareholders may obtain additional information regarding the Bank's
executive officers and directors and their interests in the Bank
from the proxy statement for Bank's 2005 annual meeting of
shareholders and from the reports filed with the FDIC by the Bank's
executive officers and directors under Section 16 of the Securities
Exchange Act of 1934. Additional information regarding their
interests in the Bank will be included in the proxy statement for
the special meeting of shareholders and other relevant materials
filed with the FDIC when they become available. Forward Looking
Statements This press release may contain "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995 regarding the proposed share exchange. Those
statements include, but are not limited to: (1) statements about
the benefits of the proposed share exchange (including future
financial and operating results and enhanced operating flexibility
and access to capital), (2) statements regarding the Bank's and
BankCorp's plans, objectives, expectations and intentions
(including expectations as to when the share exchange will be
completed) and other statements that are not historical facts; and
(3) other statements identified by words such as "believes,"
"expects," "anticipates," estimates," "intends," "plans,"
"targets," "projects," "views," "would be," and similar
expressions. These statements are based upon the current beliefs
and expectations of management of the Bank and BankCorp and they
are subject to significant risks and uncertainties. Actual or
future results or events may differ from those described in or
implied by the forward-looking statements. Actual results or events
could differ materially from the anticipated results, events or
other expectations described or expressed in the forward- looking
statements because of the following risks and other factors, among
others: (1) that required governmental approvals of the share
exchange will not be obtained on its proposed terms and schedule;
(2) that the Bank's shareholders will not approve the share
exchange; (3) that the perceived benefits of the share exchange in
the operation of the Bank will not be realized as a result of: (i)
increases in competitive pressures among depository and other
financial institutions that affect the Bank's and BankCorp's
revenues; (ii) changes in the United States economy in general, and
in the economy in the Bank's local market, which result in, among
other things, a deterioration in credit quality or a reduced demand
for credit and a negative effect on the Bank's loan portfolio and
allowance for loan losses; (iii) changes in the U.S. legal and
regulatory framework; and (iv) adverse conditions in the stock
market, the public debt market and other capital markets (including
changes in interest rate conditions) which negatively affect the
Bank's and BankCorp's business and operating results or their
ability to raise capital on favorable terms, or at all, to support
the Bank's continued growth. Additional factors that could cause
the Bank's and BankCorp's results to differ materially from those
described in the forward-looking statements can be found in reports
(including Annual Reports on Form 10-KSB, Quarterly Reports on Form
10-QSB, and Current Reports on Form 8-K) filed by the Bank with the
FDIC and which are available, at prescribed rates, at the FDIC's
offices located at 550 17th Street, N.W., Room F-6043, Washington,
DC 20429, or by calling the FDIC Disclosure Group at (202)
898-8913. All subsequent written and oral forward-looking
statements concerning the proposed share exchange or other matters
attributable to the Bank or BankCorp or any person acting on their
behalf are expressly qualified in their entirety by the cautionary
statements above. The Bank and BankCorp do not undertake any
obligation to update any forward-looking statement to reflect
circumstances or events that occur after the date the
forward-looking statements are made. DATASOURCE: Bank of Wilmington
CONTACT: Ashley Harp of Talk PR, Inc., +1-910-395-5051, or Web
site: http://www.bankofwilmington.com/
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