Florida Banks, Inc. To Be Acquired by The South Financial Group
March 17 2004 - 6:04PM
PR Newswire (US)
Florida Banks, Inc. To Be Acquired by The South Financial Group
JACKSONVILLE, Fla., March 17 /PRNewswire-FirstCall/ -- Florida
Banks, Inc. today announced a definitive agreement to be acquired
by The South Financial Group, Inc. in an all-stock transaction.
Florida Banks operates seven banking centers in seven counties and
has approximately $944 million in assets at December 31, 2003. Post
merger, Florida Banks' operations will be conducted through TSFG's
Florida banking subsidiary, Mercantile Bank. Under the terms of the
agreement, Florida Banks' shareholders will receive 0.77 shares of
The South Financial Group for each share of Florida Banks, subject
to certain minimum price levels for TSFG's common stock. Based on
TSFG's closing price of $29.66 on March 17, 2004, this represents
$22.84 for each common share of Florida Banks. The transaction is
subject to regulatory and Florida Banks' shareholder approvals.
Charles E. Hughes, Jr., President and Chief Executive Officer of
Florida Banks, stated, "The Florida Banks' team is very
enthusiastic about becoming part of The South Financial Group. Our
management team and Board respects what TSFG has accomplished in
Florida. Our companies operate in many of the same markets and we
are very familiar with TSFG's employees from working together at
various stages in our careers. Both Florida Banks and TSFG share a
focus of delivering exceptional service to small and medium-sized
businesses located in high-growth markets. We have said that if we
were to ever merge with another institution that it would be in a
scenario where our level of customer service would not diminish.
TSFG is one of only a few institutions, if not the only one, where
the level of service will actually be enhanced. We look forward to
being a significant contributor to the ongoing success of The South
Financial Group. This is a winning combination for our
shareholders, our customers, and the communities we both serve."
"We have been a shareholder in Florida Banks since its founding and
know the management team very well," said Mack I. Whittle, Jr.,
President and CEO of The South Financial Group. "We have built our
Florida franchise by bringing together strong banks and management
teams who share our vision of delivering outstanding, personalized
service to customers. Florida Banks fit into this franchise is
exceptional. The benefits of the merger extend beyond the seamless
geographic fit and the ability to deliver our services through top-
notch employees. Florida Banksbrings a unique, high-touch lending
strategy that we believe will enhance our own lending efforts in
all our Florida markets. Also, given how well our current branch
network surrounds Florida Banks' banking centers, we will be able
to offer a much broader range of banking products to Florida Banks'
loyal customer base. It's a compelling match for our company and
one that will be additive to long-term shareholder value." "I have
been involved in Florida banking for 30 years," said Andrew B.
Cheney, President of Mercantile Bank, TSFG's Florida banking
subsidiary. "I came to The South Financial Group knowing that we
could create a community- oriented bank that provided a broad array
of products with a level of service and convenience to a customer
base that was no longer being well served by the larger banks. We
have had tremendous success toward achieving these objectives. I
cannot say enough good things about how well-rounded the franchise
will be with the additions of CNB Florida and Florida Banks. We
have solidified our presence in the robust Northeast Florida
markets and have added additional high quality loan production
strength throughout our Florida franchise. The potential of those
additions, with our already strong franchise, is really powerful."
Florida Banks, Inc. is a Jacksonville-based holding company for a
statewide community banking system in many of Florida's largest and
fastest- growing markets. The Company's community banking approach
emphasizes responsive and personalized service to its customers at
a level normally reserved for only the very best customers of large
banks. Local banking affiliates of Florida Banks, Inc. offer a
range of traditional banking products and services to small and
medium-sized businesses and professionals. Florida Banks, Inc. also
provides personal banking services for the owners and executives of
those businesses. The Company operates full-service banking offices
in Tampa, Jacksonville, Alachua County (Gainesville), Broward
County (Ft. Lauderdale), Pinellas County (St.
Petersburg/Clearwater/Largo), Marion County (Ocala), and West Palm
Beach. The South Financial Group is a financial services company
headquartered in Greenville, South Carolina, which had total assets
of approximately $10.7 billion at December 31, 2003. TSFG operates
two primary subsidiary banks, Carolina First Bank and Mercantile
Bank, which conduct operations through approximately 135 branch
offices in South Carolina, Florida and North Carolina. Carolina
First Bank, the largest South Carolina-based commercial bank,
operates in South Carolina and North Carolina and on the Internet
under the brand name, Bank CaroLine. Mercantile Bank operates in
Florida, principally in the Jacksonville, Orlando and Tampa Bay
markets. The South Financial Group's common stock trades on the
Nasdaq National Market under the symbol TSFG. Press releases along
with additional information may also be found at The South
Financial Group's website: http://www.thesouthgroup.com/ . The
South Financial Group will host a conference call on Thursday,
March 18, 2004 at 9:00 a.m. ET to discuss the acquisition of
Florida Banks and answer analyst questions. It will also provide a
live webcast of the call, which may be accessed through The South
Financial Group's Internet site at http://www.thesouthgroup.com/
under the Investor Relations tab. Additional material information,
including forward-looking statements such as future projections,
may be discussed during the presentation. To participate in the
conference call, please call 1-888-405-5393 or 1-484-630-4135 using
the access code "The South." A seven-day rebroadcast of the call
will be available via 1-800-873- 2051 or 1-402-220-5370. The South
Financial Group will also provide a copy of the presentation in the
Investor Relations section of its website. Certain statements in
this news release contain "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995,
such as statements relating to financial results and plans for
future business development activities, and are thus prospective.
Such forward- looking statements are subject to risks,
uncertainties and other factors that could cause actual results to
differ materially from future results expressed or implied by such
forward-looking statements. Potential risks and uncertainties
include, but are not limited to, general economic conditions,
competition, interest rate sensitivity, exposure to regulatory and
legislative changes and other uncertainties detailed from time to
time in Florida Bank's Securities and Exchange Commission filings.
The foregoing may be deemed to be offering materials of TSFG in
connection with TSFG's proposed acquisition of Florida Banks, on
the terms and subject to the conditions in the Agreement and Plan
of Merger, dated March 17, 2004, between TSFG and Florida Banks.
This disclosure is being made in connection with Regulation of
Takeovers and Security Holder Communications (Release Nos. 33-7760
and 34-42055) adopted by the Securities and Exchange Commission
("SEC"). Shareholders of Florida Banks and other investors are
urged to read the proxy statement/prospectus that will be included
in the registration statement on Form S-4, which TSFG will file
with the SEC inconnection with the proposed merger because it will
contain important information about TSFG, Florida Banks, the
merger, the persons soliciting proxies in the merger and their
interests in the merger and related matters. After it is filed with
the SEC,the proxy statement/prospectus will be available for free,
both on the SEC web site ( http://www.sec.gov/ ) and from TSFG and
Florida Banks. DATASOURCE: Florida Banks, Inc. CONTACT: Charles E.
Hughes, Jr., President and CEO, +1-904-332-7777, or , or T. Edwin
Stinson, Jr., Chief Financial Officer, +1-904-332-7772, or , both
of Florida Banks, Inc. Web site: http://www.thesouthgroup.com/
http://www.thesouthgroup.com/
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