FRBK Republic First Bancorp Inc

Republic First Bancorp Announces Spin-Off of First Bank of Delaware PHILADELPHIA, Jan. 10 /PRNewswire-FirstCall/ -- Republic First Bancorp, Inc. (the "Company") (NASDAQ:FRBK) today announced that it will distribute in a spin-off transaction its equity interest in First Bank of Delaware ("FBD") to Company shareholders on January 31, 2005. In the spin-off, record holders of Company common stock as of January 19, 2005, will receive one share of FBD common stock for each share of Company common stock owned. As previously announced, the Company applied for and received a private letter ruling from the Internal Revenue Service confirming that the distribution of the shares of FBD to Company shareholders will be tax-free to the Company and its shareholders. Following the spin-off, the Company will cease to have any ownership interest in FBD, and FBD will become an independent public company. FBD is in the process of arranging for its common stock to be quoted on the OTC Bulletin Board following the date of the distribution. No current public trading market for FBD common stock exists. Given the nature of the transaction, holders of Company common stock who sell shares on or before January 19, 2005, will also be selling their entitlement to receive shares of FBD common stock in the distribution. Investors are encouraged to consult with their financial advisors regarding the specific implications of selling Company common stock before the distribution. An information statement describing the distribution will be mailed to Company shareholders on or about January 10, 2005. Company shareholders will not be required to pay cash or other consideration when the FBD shares are distributed to them or to surrender or exchange their shares of Company common stock to receive the distribution. FBD will maintain its headquarters located in Wilmington, Delaware, and will have total assets of approximately $50 million and 2 full-service banking offices located throughout Delaware. The remaining segments of the Company will continue to operate as Republic First Bank, its Pennsylvania subsidiary, with headquarters located in Philadelphia, Pennsylvania. Republic First Bank will have total assets of approximately $650 million and operate 9 offices in Pennsylvania. "The Company is very pleased that the spin-off of First Bank of Delaware is imminent," said Harry D. Madonna, Chairman and Chief Executive Officer of the Company. "With the spin-off, the Company has created two distinct companies, each with a clearly defined line of business and market served." Some of the information presented in this announcement constitutes forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements represent the Company's judgment regarding future events, and are based on currently available information. Although the Company believes it has a reasonable basis for these forward-looking statements, the Company cannot guarantee their accuracy and actual results may differ materially from those the Company anticipated due to a number of known and unknown uncertainties, many of which the Company is not aware. Factors which could cause actual results to differ from expectations include, among others, (1) whether the spin-off will be consummated; (2) whether a trading market will develop for FBD common stock; (3) competitive pressures among depository institutions increase significantly; (4) prepayment speeds, loan sale volumes, charge-offs and loan loss provisions; (5) general economic conditions are less favorable than expected; (6) legislative, regulatory changes or developments in litigation which could adversely affect the businesses in which the Company is engaged; or (7) changes in the securities markets. For additional information concerning these and other important factors that may cause the Company's actual results to differ materially from expectations and underlying assumptions, please refer to the reports filed by the Company with the Securities and Exchange Commission. DATASOURCE: Republic First Bancorp, Inc. CONTACT: Paul Frenkiel, Republic First Bancorp, Inc., +1-215-735-4422

Copyright