BKWW Bank OF Wilmington

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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