BOCA RATON, Fla., Oct. 24, 2011 /PRNewswire/ -- 1st United Bancorp,
Inc. ("1st United") (NASDAQ: FUBC) and Anderen Financial, Inc.
("Anderen") announced the signing of a definitive agreement under
which 1st United will acquire Anderen and its subsidiary, Anderen
Bank, for approximately $37 million
in a stock and cash transaction. The transaction, unanimously
approved by the boards of directors of both companies, expands upon
1st United's existing franchise in the demographically attractive
Central Florida market.
Established in 2007 and headquartered in Palm Harbor, Florida, Anderen operates four
banking offices located in Central
Florida. Anderen is currently privately held by
approximately 260 locally-oriented shareholders. With
$207 million in assets, $147 million in loans, and $169 million in deposits, Anderen provides 1st
United with an expanded presence in Tampa and a new presence in the attractive
Orlando market . Overall, upon completion of the merger and
pro forma for the recently announced FDIC-assisted transaction, 1st
United will have approximately $1.7
billion in assets, $1.4
billion in total deposits and 26 full service banking
offices. Based on total deposits, 1st United will be one of
the top 20 largest banks headquartered in Florida.
Rudy Schupp, 1st United's Chief
Executive Officer, said, "We believe this combination delivers
significant value to our shareholders as we grow our presence in
the desirable markets of Central
Florida and positions the franchise to capitalize on
attractive future growth opportunities. The Anderen executive
management team brings significant market knowledge and customer
relationships. In addition, the core members of the 1st
United team have extensive experience in the Orlando and
Tampa markets by virtue of having
operated prior banks in the region."
Warren Orlando, 1st United's
Chairman, said, "We are very excited about the opportunities this
transaction offers and look forward to continuing to serve and grow
our combined customer base. Anderen's focus on serving the
community as well as quality customer service fit perfectly with
1st United's philosophy."
John Marino, President and Chief
Financial Officer of 1st United added, "Following this transaction,
the combined Company's balance sheet, capital and liquidity remain
strong which enables 1st United to retain its strategic flexibility
and continue to invest in the franchise."
Under the terms of the merger agreement, each share of Anderen's
common stock outstanding will be converted into the right to
receive cash and shares of 1st United's common stock based on 1st
United's average trading price at closing determined in accordance
with the merger agreement. Elections will be subject to
allocation procedures that are intended to ensure that
approximately 50% of the outstanding shares of Anderen common stock
will be converted into 1st United common stock. The receipt
of 1st United stock by shareholders of Anderen is expected to be
tax-free.
The transaction will add to the depth of talent in the combined
company's management team as John
Warren, Chairman of Anderen, and Charles Allcott, Chief Executive Officer of
Anderen, will join 1st United as executives responsible for the
management of banking in the Orlando and Tampa/Clearwater markets.
"We are excited to join forces with 1st United as the
combination provides our shareholders and customers an attractive
opportunity to partner with one of the premier Florida banking franchises," said John Warren. "This transaction will allow
us to better serve our customers and local communities through an
enhanced product offering and we are fully committed to making this
as seamless as possible for all of our constituents."
Charles Allcott commented, "I am
looking forward to being a part of 1st United's expansion efforts
in the Tampa area which now
include the former Old Harbor franchise. The combined
platform is well-positioned to benefit from the market's long-term
growth potential."
1st United expects the merger to be immediately accretive to its
earnings per share after the integration of the two companies and
expects to have strong capital ratios immediately after the
acquisition. 1st United and Anderen anticipate completing the
transaction in the first half of 2012, after satisfaction of
customary closing conditions, including regulatory approvals and
the approval of the shareholders of Anderen.
Upon consummation of the merger, one member from the current
Anderen Board of Directors will be invited to serve on the board of
1st United Bancorp, Inc. and 1st United Bank, the wholly owned
subsidiary of 1st United Bancorp, Inc., and one additional member
from the current Anderen Board of Directors will be invited to
serve on the board of 1st United Bank.
Stifel, Nicolaus & Company, Incorporated acted as financial
advisor to 1st United and Gunster, Yoakley & Stewart, P.A.
acted as its legal advisor in the transaction. Sandler,
O'Neill acted as financial advisor to Anderen and Smith, Mackinnon
acted as its legal advisor.
NOTE TO INVESTORS
Conference call information
1st United will host a conference call on Tuesday, October 25, 2011, at 2:00 PM EDT. The number for the conference
call is (800) 857-9849 (Passcode: First United). A
replay of the conference call will be available beginning the
evening of October 25, 2011 until
November 11, 2011 by dialing (888)
296-6943 (domestic), using the passcode 1423.
Investors may access a copy of 1st United's investor
presentation by visiting the company's website at
www.1stunitedbankfl.com and selecting "News and Filings" under the
heading "Investor Relations."
About 1st United Bancorp, Inc.
1st United is a financial holding company headquartered in
Boca Raton, Florida. 1st
United's principal subsidiary, 1st United Bank, is a Florida chartered commercial bank, which
operates 15 branches in Southeast
Florida, including Brevard,
Broward, Indian River, Miami-Dade, and Palm
Beach Counties, and 7 branches in Central Florida, including Pasco and Pinellas Counties. 1st United's
principal executive office and mailing address is One North Federal
Highway, Boca Raton, FL 33432 and
its telephone number is (561) 362-3435. 1st United's stock is
listed on the NASDAQ Global Market under the symbol "FUBC".
About Anderen Financial, Inc.
Anderen Financial, Inc. is a bank holding company located in
Palm Harbor, Florida. Anderen owns
100% of the outstanding common stock of Anderen Bank, which is a
state chartered commercial bank. The Bank offers a variety of
banking and financial services to small and middle-market
businesses and individuals through its four banking offices located
in the Tampa Bay and Central Florida markets. Anderen's
principal executive office and mailing address is 3450 East Lake
Road, Palm Harbor, FL 34685 and
its telephone number is (727) 771-4655.
Additional Information and Where to Find It
1st United intends to file with the SEC a registration statement
on Form S-4, in which a proxy statement of Anderen and a prospectus
of 1st United will be included, and other documents in connection
with the proposed acquisition of Anderen. The proxy
statement/prospectus will be sent to the shareholders of Anderen.
Before making any decision with respect to the proposed
transaction, shareholders of Anderen are urged to read the proxy
statement/prospectus and other relevant materials because these
materials will contain important information about the proposed
transaction. The registration statement and proxy
statement/prospectus and other documents which will be filed by 1st
United with the SEC will be available free of charge at the SEC's
website, www.sec.gov, or by directing a request to 1st United, One
North Federal Highway, Boca Raton,
FL 33432, Attention: Investor Relations; or by directing a
request to Anderen Financial, Inc., 3450 East Lake Road,
Palm Harbor, FL 34685, Attention:
Investor Relations. Certain executive officers and directors
of Anderen have interests in the proposed transaction that may
differ from the interests of shareholders generally, including
benefits conferred under retention, severance and change in control
arrangements and continuation of director and officer insurance and
indemnification. This communication shall not constitute an
offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of such securities, in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
appropriate registration or qualification under the securities laws
of such jurisdiction.
Forward Looking Statements
Any non-historical statements in this press release are
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such
forward-looking statements are based on current plans and
expectations that are subject to uncertainties and risks, which
could cause 1st United's future results to differ materially.
The following factors, among others, could cause our actual
results to differ: the satisfaction of closing conditions for the
acquisition, including receipt of regulatory approvals for the
transaction; receipt of approval by the shareholders of Anderen for
the transaction, and the possibility that the transaction will not
be completed, or if completed, will not be completed on a timely
basis; disruption to the parties' businesses as a result of the
announcement and pendency of the transaction; our need and our
ability to incur additional debt or equity financing; our ability
to comply with the terms of the loss sharing agreements with the
FDIC; the strength of the United
States economy in general and the strength of the local
economies in which we conduct operations; the accuracy of our
financial statement estimates and assumptions, including the
estimate of our loan loss provision; the effects of harsh weather
conditions, including hurricanes, and man-made disasters;
inflation, interest rate, market, and monetary fluctuations; the
effects of our lack of a diversified loan portfolio, including the
risks of geographic and industry concentrations; the frequency and
magnitude of foreclosure of our loans; legislative and regulatory
changes, including the Dodd-Frank Act; our ability to comply with
the extensive laws and regulations to which we are subject; the
willingness of clients to accept third-party products and services
rather than our products and services and vice versa; changes in
securities and real estate markets; increased competition and its
effect on pricing, including the impact on our noninterest margin
from the repeal of Regulation Q; negative publicity and the impact
on our reputation; technological changes; changes in monetary and
fiscal policies of the U.S. Government; the effects of security
breaches and computer viruses that may affect our computer systems;
changes in consumer spending and saving habits; changes in
accounting principles, policies, practices or guidelines;
anti-takeover provisions under federal and state law as well as our
Articles of Incorporation and our Bylaws; and our ability to manage
the risks involved in the foregoing. In addition, if and when
the transaction is consummated, there will be risks and
uncertainties related to 1st United's ability to successfully
integrate the business and employees of 1st United and Anderen,
including the failure to achieve expected gains, revenue growth,
and/or expense savings. These factors, as well as additional
factors, can be found in our periodic and other filings with the
SEC, which are available at the SEC's internet site
(http://www.sec.gov) or on request from 1st United or Anderen.
Actual results may differ materially from projections and could be
affected by a variety of factors, including factors beyond our
control. Forward-looking statements in this press release speak
only as of the date of the press release, and neither 1st United
nor Anderen assumes any obligation to update forward-looking
statements or the reasons why actual results could differ.
SOURCE 1st United Bancorp, Inc.