Alabama National BanCorporation Announces Acquisition of The PB Financial Services Corporation, Parent of The Peachtree Bank in
May 24 2006 - 7:31PM
PR Newswire (US)
BIRMINGHAM, Ala., May 24 /PRNewswire-FirstCall/ -- Alabama National
BanCorporation (NASDAQ:ALAB) ("ANB"), headquartered in Birmingham,
Alabama, and The PB Financial Services Corporation, headquartered
in Duluth, Georgia ("Peachtree"), today announced the signing of a
definitive agreement providing for the acquisition of Peachtree by
ANB. Under the agreement, Peachtree will be merged with and into
ANB, and Peachtree's bank subsidiary, The Peachtree Bank, will
become a wholly owned subsidiary of ANB. Following the acquisition,
The Peachtree Bank will continue to operate under its existing
name, management, and board of directors. The acquisition is
subject to regulatory approval, Peachtree shareholder approval, and
certain other conditions. ANB expects the transaction to close
sometime in the fourth quarter of 2006. John H. Holcomb, III,
Chairman of the Board and CEO of ANB, and Monty G. Watson,
President and CEO of Peachtree, jointly announced the agreement.
"We are very pleased to have Peachtree Bank join our organization.
Its operating philosophy, credit quality, and culture of customer
service and community banking make it a great fit for our company.
We are pleased to increase our presence in the greater Atlanta
market with such a fine group of bankers. Its management,
employees, and board of directors will be a great addition to
Alabama National BanCorporation," Holcomb stated. "Peachtree's
merger with Alabama National brings together two quality
institutions with very similar corporate values," said Watson.
"ANB's philosophy of local decision-making makes it an excellent
partner for Peachtree. Our team of employees will continue to grow
our franchise in the greater Atlanta market. We also look forward
to further serving our customers' needs with expanded products and
services available to us with Alabama National." Peachtree had
total assets of approximately $517.0 million and shareholders'
equity of approximately $36.5 million at March 31, 2006. Founded in
1999, it serves its customer base through four offices located in
Duluth, Roswell, Dunwoody, and Lawrenceville, Georgia. ANB is a
bank holding company operating 93 banking locations through eleven
bank subsidiaries in Alabama, Florida and Georgia. Alabama
subsidiaries include: First American Bank in north central Alabama;
Bank of Dadeville; and Alabama Exchange Bank in Tuskegee. Florida
subsidiaries are: First Gulf Bank, N.A., in Escambia County,
Florida and Baldwin County, AL; Community Bank of Naples, N.A.;
Millennium Bank in Gainesville; Public Bank in metropolitan
Orlando; Florida Choice Bank in metropolitan Orlando and Ocala;
CypressCoquina Bank in Ormond Beach; and Indian River National Bank
in Vero Beach. ANB has one subsidiary in Georgia, Georgia State
Bank in metropolitan Atlanta. ANB provides full banking services to
individuals and businesses. Brokerage services are provided to
customers through First American Bank's wholly owned subsidiary,
NBC Securities, Inc. Investments are not bank guaranteed, not FDIC
insured and may lose value. Insurance services are provided through
ANB Insurance Services, Inc., a wholly owned subsidiary of First
American Bank. Alabama National BanCorporation common stock is
traded on the NASDAQ National Market System under the symbol
"ALAB." Under the terms of the agreement, ANB will issue
approximately 1.9 million total ANB common shares and share
equivalents to Peachtree shareholders. Peachtree shareholders will
receive approximately 1.054 ANB common shares in exchange for each
Peachtree share of common stock. Based upon ANB's current
expectations for Peachtree's profitability and growth, its ability
to achieve certain designated cost savings, and its current
expectations for ANB's profitability, ANB management estimates that
the acquisition of Peachtree will be approximately neutral to cash
earnings per share and approximately 1-2% dilutive to GAAP earnings
per share in the first year after closing. Expectations for years
two and three are that the acquisition will be cash and GAAP
accretive in both years. Alabama National will discuss this
acquisition in a conference call, scheduled for 9:00 a.m. central
time Friday, May 26, 2006. For live interactive access to the
teleconference, please dial 1-800-967-7140 at 9:00 a.m. Central
Time on May 26. A telephonic replay will be available through June
26 by dialing 1-888-203-1112 and entering Conference ID number
6141898. A listen-only simulcast and replay of Alabama National's
conference call will be available on-line at the following Internet
links: http://www.alabamanational.com/ (under "In The News") or
http://www.viavid.net/dce.aspx?sid=000031ED, on May 26, beginning
at 9:00 a.m. Central Time. The on-line replay will follow
immediately and continue for 30 days. The proposed transaction will
be submitted to Peachtree shareholders for their consideration.
Shareholders of Peachtree are advised to read the proxy
statement/prospectus regarding the proposed transaction when it is
delivered to them because it will contain important information.
The proxy statement/prospectus will be filed in conjunction with a
registration statement to be filed with the Securities and Exchange
Commission by ANB. The shares to be offered by ANB to Peachtree
shareholders may not be sold nor may any offers to buy be accepted
prior to the time the registration statement containing the proxy
statement/prospectus becomes effective. Copies of the proxy
statement/prospectus, when available, can be obtained at the SEC's
website at http://www.sec.gov/. Copies of the proxy
statement/prospectus, when available, can also be obtained, without
charge, by directing a request to Alabama National BanCorporation,
1927 First Avenue North, Birmingham, Alabama 35203, Attention:
Lowell A. Womack, Jr. (205-583-3654). This press release contains
financial information determined by methods other than in
accordance with generally accepted accounting principles ("GAAP"),
namely, "cash earnings per share". ANB's management uses this non-
GAAP measure in its analysis of ANB's performance. Cash earnings is
defined as net income plus amortization expense (net of tax)
applicable to intangible assets that do not qualify as regulatory
capital. Cash earnings per share is defined as cash earnings
divided by basic and diluted common shares outstanding. ANB's
management includes cash earnings measures to compare the company's
earnings exclusive of non-cash amortization expense and because it
is a measure used by many investors as part of their analysis of
ANB's performance. This non-GAAP disclosure should not be viewed as
a substitute for results determined in accordance with GAAP, nor is
it necessarily comparable to non-GAAP performance measures which
may be presented by other companies. This press release contains
forward-looking statements as defined by federal securities laws.
Statements contained in this press release which are not historical
facts are forward-looking statements. Such statements include the
parties' expected closing date of this transaction, which is
subject to certain conditions, including regulatory approvals which
may take longer than expected. The statements regarding the parties
expectations for the proposed transaction's impact on ANB's future
earnings and earnings per share (including cash earnings per
share), are also forward-looking statements. These statements may
address issues that involve significant risks, uncertainties,
estimates and assumptions made by management. Factors that may
cause actual results to differ materially from those contemplated
by such forward-looking statements include, among others, the
following: (1) revenues following the proposed transaction are
lower than expected; (2) competitive pressure among depository
institutions increases significantly; (3) changes in the interest
rate environment reduce interest margins; (4) general economic
conditions are less favorable than expected; (5) expected cost
savings from the proposed transaction cannot be fully realized or
realized within the expected time frame; (6) costs or difficulties
related to the integration of ANB and Peachtree are greater than
expected; or (7) legislation or regulatory changes adversely affect
the business in which the combined company would be engaged. ANB
and Peachtree undertake no obligation to update these statements
following the date of this press release. In addition, ANB and
Peachtree, through their senior management, may from time to time
make forward-looking public statements concerning the matters
described herein. Such forward- looking statements are necessarily
estimates reflecting the best judgment of such senior management
based upon current information and involve a number of risks and
uncertainties. Certain factors which could affect the accuracy of
such forward-looking statements are identified in the public
filings made by ANB and Peachtree with the Securities and Exchange
Commission, and forward- looking statements contained in this press
release or in other public statements of ANB and Peachtree or their
senior management should be considered in light of those factors.
There can be no assurance that such factors or other factors will
not affect the accuracy of such forward-looking statements.
DATASOURCE: Alabama National BanCorporation CONTACT: John H.
Holcomb, III, Chairman of the Board and Chief Executive Officer,
+1-205-583-3648, or William E. Matthews, V, Executive Vice
President and Chief Financial Officer, +1-205-583-3650, both of
Alabama National BanCorporation; or Monty G. Watson, President and
Chief Executive Officer of The PB Financial Services Corporation,
+1-770-814-8100 Web site: http://www.alabamanational.com/
http://www.viavid.net/dce.aspx?sid=000031ED
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