Capital Bank Financial Corp. (NASDAQ:CBF) (“Capital Bank
Financial”) and CommunityOne Bancorp (NASDAQ:COB) (“CommunityOne”)
today announced that they have received regulatory approval from
the Federal Reserve, the FDIC and the North Carolina Office of the
Commissioner of Banks to complete their previously announced
merger. The transaction is expected to close on or about
October 26, 2016.
“We are very pleased to receive these approvals
and are looking forward to welcoming our new teammates and clients
from CommunityOne,” said Capital Bank Financial Chairman and Chief
Executive Officer Gene Taylor. “This merger will create a
high-powered Carolinas franchise while meeting the financial
expectations of our shareholders.”
“We also are pleased that the merger can now
move forward,” said Bob Reid, CommunityOne’s President and Chief
Executive Officer. “We anticipate a successful merger of our two
institutions.”
Capital Bank’s Chief Financial Officer, Chris
Marshall, added, “Based on the anticipated closing date, we expect
to convert systems during the first quarter of 2017, which would
position us to start recognizing cost savings beginning in the
second quarter.”
Capital Bank Financial and CommunityOne also
announced that the election deadline for CommunityOne shareholders
to make merger consideration elections in connection with the
proposed merger is 5:00 p.m., New York City time, on October 24,
2016. CommunityOne shareholders of record wishing to make an
election regarding the form of consideration they would prefer to
receive must deliver to Computershare Trust Company, N.A.
(“Computershare”), the election and exchange agent in the merger,
the following: properly completed election forms, together
with their stock certificates, a book-entry transfer of shares or a
properly completed notice of guaranteed delivery. These must
be received by Computershare by the election deadline of
5:00 p.m., New York City time, on October 24, 2016.
CommunityOne shareholders who hold their shares
in “street name” through a bank, broker or other nominee may have
an election deadline required by their street name holder, or bank,
broker or other nominee earlier than October 24, 2016. They
should carefully review any materials they received from their
bank, broker or other nominee to determine the election deadline
applicable to them.
CommunityOne shareholders may elect to receive,
with respect to each share of CommunityOne common stock held,
either $14.25 in cash without interest or 0.43 shares of Capital
Bank Financial Class A common stock. All elections are
subject to the proration procedures provided in the merger
agreement. As a result, shareholders who elect to receive
entirely cash or entirely stock may receive a combination of cash
and common stock, and shareholders who elect to receive a
combination of cash and stock may receive cash and common stock in
a different proportion from what they elected.
Shareholders who do not submit a properly
completed election form to the exchange agent by the election
deadline will be deemed to have no preference as to the form of
consideration they will receive and will receive cash, shares of
Capital Bank Financial Class A common stock or a combination of
both, depending on the elections of other CommunityOne
shareholders. After CommunityOne shareholders have made their
elections and tendered their shares of CommunityOne common stock to
the exchange agent, they will be unable to sell or transfer their
shares of CommunityOne common stock unless they revoke their
election prior to the election deadline.
All of the documents necessary to make an
election were previously mailed to CommunityOne shareholders of
record as of February 18, 2016. CommunityOne shareholders of
record may obtain additional copies of the election documents by
contacting CommunityOne Investor Relations at 1017 E. Morehead
Street, Suite 200, Charlotte, North Carolina 28204 or calling (336)
626-8300. CommunityOne shareholders who hold their shares in
“street name” may obtain additional copies of the election
documents by contacting their bank, broker or other nominee.
A more complete description of the merger
consideration and the proration procedures applicable to elections
is contained in the joint proxy statement/prospectus dated March
15, 2016, mailed to CommunityOne shareholders of record on or about
March 18, 2016. CommunityOne shareholders are urged to read
the joint proxy statement/prospectus carefully and in its
entirety. Copies of the joint proxy statement/prospectus may
be obtained for free by following the instructions below under
“Additional Information and Where to Find It.”
After the final results of the election process
are determined, Capital Bank Financial expects to publicly announce
how much cash and how many shares of Capital Bank Financial Class A
common stock were issued to CommunityOne shareholders in the
merger. The proposed merger remains subject to the expiration
of all regulatory waiting periods and the satisfaction of the other
conditions contained in the merger agreement.
About Capital Bank Financial
Corp.
Capital Bank Financial Corp. is a bank holding
company, formed in 2009 to create a premier regional banking
franchise in the southeastern United States. CBF is the
parent of Capital Bank Corporation, a State of North Carolina
chartered financial institution with $7.6 billion in total assets
as of June 30, 2016, and 151 full-service banking offices
throughout Florida, North and South Carolina, Tennessee and
Virginia. To learn more about Capital Bank Financial Corp.,
please visit www.capitalbank-us.com.
About CommunityOne Bancorp
CommunityOne Bancorp is the Charlotte, North
Carolina-based bank holding company for CommunityOne Bank,
N.A. Founded in 1907 as First National Bank of Asheboro,
CommunityOne has grown into a $2.4 billion community bank,
operating 45 full service banking branches throughout central,
southern and western North Carolina, and loan production offices in
Raleigh and Winston-Salem, North Carolina and Charleston, South
Carolina. To learn more about CommunityOne Bancorp, please
visit www.community1.com.
Additional Information and Where to Find
it
This communication is being made in respect of
the proposed merger transaction involving Capital Bank Financial
and CommunityOne. Capital Bank Financial has filed a
registration statement on Form S-4 and amendments thereto with the
Securities and Exchange Commission (“SEC”), which includes a joint
proxy statement of Capital Bank Financial and CommunityOne and a
prospectus of Capital Bank Financial, and each party has filed and
will file other documents regarding the proposed transaction with
the SEC. A definitive joint proxy statement/prospectus also
was sent to Capital Bank Financial’s and CommunityOne’s
stockholders in connection with the required stockholder
approvals. Investors and security holders of Capital Bank
Financial and CommunityOne are urged to read the entire
registration statement and joint proxy statement/prospectus
carefully, as well as any amendments or supplements to these
documents, because they contain important information about the
proposed transaction. The documents filed by Capital Bank
Financial and CommunityOne with the SEC may be obtained free of
charge at the SEC’s website at www.sec.gov. In addition, the
documents filed by Capital Bank Financial may be obtained free of
charge at Capital Bank Financial’s website at
investor.capitalbank-us.com and the documents filed by CommunityOne
may be obtained free of charge at CommunityOne’s website at
ir.community1.com. Alternatively, these documents can be
obtained free of charge from Capital Bank Financial upon written
request to Capital Bank Financial Corp., Attention: Investor
Relations, 4725 Piedmont Row Drive, Suite 110, Charlotte, North
Carolina 28210 or from CommunityOne upon written request to
CommunityOne Bancorp, Attention: Investor Relations, 1017 E.
Morehead Street, Suite 200, Charlotte, North Carolina 28204.
Forward-looking Statements
The information presented above may contain
certain “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995. These
statements include, but are not limited to, the expected completion
date, financial benefits and other effects of the proposed merger
of Capital Bank Financial or CommunityOne. Forward-looking
statements can be identified by the use of the words “anticipate,”
“expect,” “intend,” “estimate,” “target” and words of similar
import. Forward-looking statements are not historical facts
but instead express only management’s beliefs regarding future
results or events, many of which, by their nature, are inherently
uncertain and outside of the management's control. It is
possible that actual results and outcomes may differ, possibly
materially, from the anticipated results or outcomes indicated in
these forward-looking statements. Factors that may cause such
a difference include, but are not limited to, the reaction to the
transaction of the companies’ customers, employees and
counterparties; customer disintermediation; inflation; expected
synergies, cost savings and other financial benefits of the
proposed transaction might not be realized within the expected
timeframes or might be less than projected; credit and interest
rate risks associated with Capital Bank Financial’s or
CommunityOne’s respective businesses, customer borrowing,
repayment, investment and deposit practices, and general economic
conditions, either nationally or in the market areas in which
Capital Bank Financial or CommunityOne operate or anticipate doing
business, may be less favorable than expected; new regulatory or
legal requirements or obligations; and other risks and important
factors that could affect Capital Bank Financial’s or
CommunityOne’s future results that are identified in their Annual
Report on Form 10-K for the year ended December 31, 2015 and other
reports filed with the SEC. Forward-looking statements are
made only as of the date of this presentation, and neither Capital
Bank Financial nor CommunityOne undertakes any obligation to update
any forward-looking statements contained in this presentation to
reflect events or conditions after the date hereof.
CONTACT:
Capital Bank Financial Corp.
Kenneth A. Posner
Chief of Strategic Planning and Investor Relations
Phone: (212) 399-4020
Kposner@cbfcorp.com
CommunityOne Bancorp
Beth S. DeSimone
Investor Relations
Phone: (336) 626-8300
beth.desimone@community1.com
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