HIGH POINT, N.C. and
CHAPEL HILL, N.C., Dec. 18, 2013 /PRNewswire/ -- BNC Bancorp
(NASDAQ: BNCN), the parent company of Bank of North Carolina ("BNC" or "the Bank"), today
announced that it has signed an Agreement and Plan of Merger
("Agreement") with Community First Financial Group, Inc.
("Community First"), the parent company of Harrington Bank, FSB
("Harrington Bank"). Harrington Bank is a federal savings bank with
approximately $228.5 million in
assets serving consumers, small businesses and professionals in the
Chapel Hill and Durham areas of North Carolina.
(Logo: http://photos.prnewswire.com/prnh/20030917/BNCLOGO )
The Agreement provides that the common shareholders of Community
First may elect to receive 0.4069 shares of BNC common stock, or
$5.90 in cash, for each share of
Community First common stock owned by them, subject to allocation
and pro rata procedures to ensure 75% of Community First common
shares (or 2,926,655 shares) receive BNC common stock in the
transaction. Shares of preferred stock of Community First will be
redeemed for $850,000 in the
aggregate. Based on the closing price of BNC common stock on
December 17, 2013, the aggregate deal
value for common shareholders of Community First is approximately
$24.2 million.
As a result of the transaction, BNC will acquire three branches
in Chapel Hill, North Carolina, as
well as approximately $179.0 million
in loans and $198.8 million in
deposits. Upon closing, BNC will have approximately
$520 million in loans and
$385 million in deposits in the
Raleigh-Durham-Chapel Hill area of North Carolina.
Commenting on the transaction, Rick
Callicutt, the President and Chief Executive Officer of BNC,
noted: "Harrington Bank is a critical addition to our goal of
creating a billion dollar footprint in the Raleigh, Durham, and Chapel
Hill region of North Carolina. Larry Loeser and the Harrington Bank team have
done an outstanding job of developing valuable and trusted
relationships in Chapel Hill and
surrounding communities. This partnership will give our
combined team more resources to bring a wider range of products and
services to the residents and businesses of Chapel Hill and the surrounding Triangle
market."
Commenting on the merger, Larry
Loeser, President and Chief Executive Officer of Community
First and Harrington Bank, stated: "We are pleased to be
joining BNC and Bank of North
Carolina team. We believe the merger will provide
significant value to our shareholders and will offer our customers
the benefit of convenient banking locations throughout the
Carolinas. Our customers and the communities we serve will
also benefit from the broader range of products and services
offered by Bank of North Carolina. We are also pleased that
our employees will be joining a larger company with the resources
and reputation that Bank of North
Carolina has worked hard to achieve."
Closing of the merger, which is subject to regulatory approval,
customary closing conditions and the approval of Community First
shareholders, is expected to occur in the second quarter of 2014.
Further information on the financial metrics and strategic
rationale of this transaction are included in a Form 8-K to be
filed with the Securities and Exchange Commission ("SEC") by BNC
Bancorp.
For the merger, BNC Bancorp and its subsidiary, Bank of
North Carolina, were advised by
Sandler O'Neill & Partners, LLP, New
York, NY, as financial advisor, and Womble Carlyle Sandridge & Rice, LLP,
Atlanta, GA. Community First
was advised in this transaction by Banks Street Partners, LLC,
Atlanta, GA, as financial advisor,
and Barnes & Thornburg, LLP, Indianapolis, IN, as legal advisor.
Forward Looking Statements
The press release contains forward-looking statements relating
to the financial condition and business of BNC and its subsidiary,
Bank of North Carolina. These
forward-looking statements involve risks and uncertainties and are
based on the beliefs and assumptions of the management of BNC, and
the information available to management at the time that this press
release was prepared. Factors that could cause actual results to
differ materially from those contemplated by such forward-looking
statements include, among others, the following that may diminish
the expected benefits of the merger: (i) ability to obtain
regulatory approvals and meet other closing conditions to the
merger, including approval by Community First shareholders, on the
expected terms and schedule; (ii) general economic or
business conditions in the Greensboro-High
Point and Raleigh-Durham-Chapel Hill MSAs; (iii) greater
than expected costs or difficulties related to the integration of
Harrington Bank; (iv) unexpected deposit attrition, customer loss
or revenue loss following the merger with Community First, and (v)
the failure to retain or hire key personnel. Additional factors
affecting BNC and Bank of North
Carolina are discussed in BNC's filings with the SEC,
including its most recent Annual Report on Form 10-K, its Quarterly
Reports on Form 10-Q and its Current Reports on Form 8-K. You may
review BNC's SEC filings at www.sec.gov. BNC does not undertake a
duty to update any forward-looking statements made in this press
release.
Additional Information
In connection with the proposed merger, BNC Bancorp will file
with the SEC a Registration Statement on Form S-4 that will include
a Proxy Statement of Community First and a Prospectus of BNC
Bancorp, as well as other relevant documents concerning the
proposed transaction. SHAREHOLDERS ARE STRONGLY URGED TO READ
THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS
REGARDING THE PROPOSED MERGER WHEN THEY BECOME AVAILABLE AND OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION REGARDING THE PROPOSED MERGER. A free copy of the
Proxy Statement/Prospectus, as well as other filings containing
information about BNC Bancorp, may be obtained after their filing
at the SEC's Internet site (http://www.sec.gov). In addition, free
copies of documents filed by BNC Bancorp with the SEC may be
obtained on the BNC Bancorp website at www.bncbancorp.com.
BNC Bancorp and Community First and their respective directors
and executive officers may be deemed to be participants in the
solicitation of proxies from Community First's shareholders in
connection with this transaction. Information about the directors
and executive officers of BNC Bancorp and Community First and
information about other persons who may be deemed participants in
this solicitation will be included in the Proxy
Statement/Prospectus. Information about BNC Bancorp's executive
officers and directors can be found in BNC Bancorp's definitive
proxy statement in connection with its 2013 Annual Meeting of
Shareholders filed with the SEC on April 16,
2013. Additional information regarding the interests of
those persons and other persons who may be deemed participants in
the transaction may be obtained by reading the Proxy
Statement/Prospectus regarding the proposed merger when it becomes
available. You may obtain free copies of this document as
described in the preceding paragraph.
About BNC Bancorp and Bank of North
Carolina
BNC Bancorp is the parent company of Bank of North Carolina, an approximately $3.2 billion-asset commercial bank. Bank of
North Carolina provides banking
and financial services to individuals and businesses through its 39
full-service banking offices in North and South Carolina.
Bank of North Carolina is insured
by the FDIC and is an equal housing lender. BNC Bancorp's stock is
quoted in the NASDAQ Capital Market under the symbol "BNCN."
About Community First
Community First is headquartered in Chapel Hill, N.C. Through Harrington
Bank, Community First provides a full range of banking services to
customers in Chapel Hill, NC and
the surrounding communities. Its philosophy is to serve the
customers in its communities as a local community bank and to meet
their home mortgage, small business and personal retail banking
needs. For more information, visit
www.harringtonbank.com.
SOURCE BNC Bancorp