BOCA RATON, Fla., March 22, 2013 /PRNewswire/
-- 1st United Bancorp, Inc. ("Bancorp") (NASDAQ
Global Select: FUBC) and Enterprise Bancorp, Inc. ("EBI") announce
the signing of a definitive agreement (the "Agreement") under which
Bancorp and 1st United Bank ("1st United"),
the wholly-owned subsidiary of Bancorp, will acquire EBI and its
wholly owned subsidiary Enterprise Bank of Florida ("Enterprise Bank") for approximately
$45 million total
consideration. In accordance with the Agreement, the total
consideration of approximately $45
million will be paid in $6
million in cash, $24 million
consisting of all Enterprise Bank non-performing assets and certain
other classified Enterprise Bank loans, and $15 million in impaired and below investment
grade investments of Enterprise Bank. In accordance with the
Agreement, the value of the non-cash consideration will be based on
the carrying value of the assets prior to the closing. The
transaction, unanimously approved by the board of directors of both
companies, expands 1st United's existing franchise in
the northern Palm Beach County
market place.
Established in 1990 and headquartered in North Palm Beach, Florida, Enterprise Bank
operates three banking centers (North
Palm Beach, Jupiter, and
Palm Beach Gardens). EBI has
approximately $233.4 million in total
assets, $170.3 in net loans,
$171.4 million in total deposits, and
$38 million in total shareholder
equity at December 31, 2012.
Enterprise Bank gives 1st United continued expansion
within the attractive Southeast
Florida marketplace, providing opportunities for new loan
and deposit growth. Upon completion of the acquisition,
Bancorp will have approximately $1.75
billion in assets, $1.45
billion in total deposits and 25 full service banking
offices.
Rudy Schupp, Bancorp's Chief
Executive Officer, said, "Enterprise Bank has been a well-known
bank where Hugh Jacobs, CEO, the
lending and branch teams have done a terrific job in serving their
communities. We are pleased about the opportunities this
transaction offers and look forward to continuing to serve and grow
our combined customer base. We believe this acquisition
allows us to leverage our strong capital base and excess liquidity,
giving rise to earnings accretion consistent with our business
strategy. We are also excited about adding the Enterprise
Bank staff, which includes seasoned lending professionals, to the
1st United team."
Warren Orlando, Bancorp's
Chairman, said, "We are very excited about the opportunities this
transaction offers and look forward to continuing to serve and grow
our customer base. Enterprise Bank's focus on quality
customer service fits with 1st United's philosophy."
John Marino, Bancorp's President
and Chief Financial Officer, stated that Bancorp currently
estimates goodwill from the transaction of approximately
$9 million, with an earn back
currently estimated at approximately three years. Bancorp's
capital, liquidity and balance sheet will remain strong immediately
after this merger.
Hugh Jacobs, Enterprise Bank's
Chief Executive Officer said, "We're excited about this potential
combination with 1st United and expect it will enhance
the level of service we're able to provide to our customers.
Like us, 1st United has a solid focus on getting to know
their customers and serving their customers' individual financial
needs. We're glad that our customers will continue to have
such personalized service."
Bancorp expects the merger to be immediately accretive to
earnings per share after the integration of the companies and
expects to continue to have strong capital ratios available for
further growth. The merger is expected to be completed during
the second half of 2013, after satisfaction of customary closing
conditions, including regulatory approval and the approval by EBI
shareholders.
About 1st United Bancorp, Inc.
Bancorp is a financial holding company headquartered in
Boca Raton, Florida with executive
offices and operations located in West
Palm Beach, Florida. Bancorp's principal subsidiary,
1st United Bank, is a Florida chartered commercial bank, which now
operates 22 branches, with 15 in Southeast Florida, including Brevard, Broward, Indian
River, Miami-Dade, and
Palm Beach Counties, and 7
branches in Central Florida
including Hillsborough,
Orange, Pasco and Pinellas Counties. Bancorp's principal
executive office and mailing address is One North Federal Highway,
Boca Raton, FL 33432 and its
telephone number is (561) 362-3431. Bancorp's stock is listed
on the NASDAQ Global Select Market under the symbol "FUBC".
About Enterprise Bank
Enterprise Bank, headquartered in North Palm Beach, Florida, 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 community focused
approach. Enterprise Bank's principal executive office and
mailing address is 11811 US Highway One, North Palm Beach, FL 33408 and its telephone
number is (561) 624-4400.
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 Bancorp'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 Enterprise
Bank for the transaction, and the possibility that the transaction
will not be completed, or if completed, will not be completed on a
timely basis; the accuracy of our estimates in the financial impact
of the merger; disruption to the parties' business as a result of
the announcement and pendency of the transaction; our ability to
comply with the terms of loss sharing agreements with the FDIC;
legislative and regulatory changes, including the Dodd-Frank Wall
Street Reform, Consumer Protection Act and Basel III, 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 and the FDIC receivable; our ability to integrate the
business and operations of companies and banks that we have
acquired, and those that we may acquire in the future; the failure
to achieve expected gains, revenue growth, and/or expense savings
from future acquisitions; the frequency and magnitude of
foreclosure of our loans; the reduction in FDIC insurance on
certain non-interest bearing accounts due to the expiration of the
Transaction Account Guarantee program; increased competition and
its effect on pricing including the impact on our net interest
margin from repeal of Regulation Q; our customers' willingness to
make timely payments on their loans; the effects of the health and
soundness of other financial institutions, including the FDIC's
need to increase Deposit Insurance Fund assessments; changes in
securities and real estate markets; changes in monetary and fiscal
policies of the U.S. Government; 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; our need and our ability to incur additional debt
or equity financing; the effects of harsh weather conditions,
including hurricanes, and man-made disasters; 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;
technological changes; negative publicity and the impact on our
reputation; 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; limited trading activity of our common
stock; the concentration of ownership of our common stock; our
ability to retain key members of management; anti-takeover
provisions under federal and state law as well as our Articles of
Incorporation and our Bylaws; other risks described from time to
time in our filings with the Securities and Exchange Commission;
and our ability to manage the risks involved in the
foregoing. 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). 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 Bancorp assumes
no obligation to update forward-looking statements or the reasons
why actual results could differ.
SOURCE 1st United Bancorp, Inc.