The Savannah Bancorp, Inc. (Nasdaq:SAVB) and SCBT Financial
Corporation (Nasdaq:SCBT) jointly announced today the signing of a
definitive merger agreement under which SCBT will acquire The
Savannah Bancorp, Inc. for a total value of approximately $67.1
million.
SCBT Financial Corporation operates in South Carolina as SCBT;
in North Carolina as NCBT, a division of SCBT, and in Georgia as
Community Bank & Trust, a division of SCBT. Providing
financial services for over 78 years, SCBT Financial Corporation
operates 76 locations in 19 South Carolina counties, 10 north
Georgia counties, and Mecklenburg County in North
Carolina. SCBT Financial Corporation has assets of
approximately $4.4 billion, is the largest publicly traded bank
holding company in South Carolina and its stock is traded under the
symbol SCBT in the NASDAQ Global Select Market.
"The Savannah Bancorp team has built a strong community bank
with a great reputation and excellent market share. We have known
and respected The Savannah Bancorp for quite some time and look
forward to continuing their legacy of service to the
community. The cultures of our two organizations are very
similar and we believe this partnership is a great opportunity for
the customers, employees and shareholders of both companies," said
Robert R. Hill, Jr., president and CEO, SCBT Financial
Corporation.
Upon completion of the transaction, the combined company will
have approximately $5.3 billion in total assets, $4.5 billion in
total deposits, $3.8 billion in total loans, and a network of 87
branches in the Carolinas and Georgia. The two companies
currently serve four common counties in South Carolina and Georgia,
where, on a pro forma basis, the combined company will have $1.2
billion in deposits earning it the #3 ranking in market share
(source: SNL Financial). Minis & Co., Inc., combined with
SCBT's existing Wealth Management Group, will have total assets
under management of approximately $1.6
billion.
"We are pleased and excited to be joining forces with such a
high-performing and well capitalized banking company. We
believe this combination will be a win-win for our respective
shareholders, and will enable our talented staff to continue to
focus on what they do best ~ serving our communities," said J.
Curtis Lewis, III, Chairman of the Board of The Savannah Bancorp,
Inc.
"We have respected SCBT as a competitor and peer for many years
and have admired their ability to be successful throughout this
economic downturn," said John C. Helmken, II, president and CEO of
The Savannah Bancorp, Inc. "Now we bring that same admiration
and respect to a partnership which joins two like-minded management
teams and cultures together. We believe this synergy of
similar values toward employees, customers, communities and
shareholders aligns so well that our two companies combined are
more powerful as one."
The merger agreement has been unanimously approved by the board
of directors of each company. The transaction is expected to
close in the fourth quarter of 2012 and is subject to customary
conditions, including approval by both SCBT and SAVB
shareholders. At closing, The Savannah Bancorp will be
merged into SCBT Financial Corporation.
Under the terms of the agreement, shareholders of The Savannah
Bancorp, Inc. will receive 0.2503 shares of SCBT common stock for
each share of SAVB common stock. The stock issuance is valued
at approximately $67.1 million in the aggregate, based on 7,199,237
shares of SAVB common stock outstanding and on SCBT's August 7,
2012 closing stock price of $37.21.
Keefe, Bruyette & Woods, Inc. served as financial advisor
and Wachtell, Lipton, Rosen & Katz provided legal counsel to
SCBT Financial Corporation. SunTrust Robinson Humphrey served
as financial advisor, and FIG Partners, LLC rendered a fairness
opinion, to The Savannah Bancorp, Inc. Sandler O'Neill &
Partners, L.P. also assisted The Savannah Bancorp, Inc. with the
transaction. Alston & Bird LLP and Ellis, Painter,
Ratterree & Adams LLP served as legal counsel to The Savannah
Bancorp, Inc.
Webcast
SCBT Financial Corporation and The Savannah Bancorp, Inc. will
host a conference call this afternoon at 1:00 p.m. EDT. The
conference call can be accessed by dialing (866) 328-3013 or (914)
495-8535 for international participants. The conference ID
number is 17977117. The link to the webcast can be found on
www.SCBTonline.com under Investor Relations. A replay will be
available from 3:00 p.m. Eastern Time on August 8, 2012 until 11:59
p.m. on August 17, 2012. To listen to the replay, dial (855)
859-2056 or (404) 537-3406. The pass code is
17977117. The event and slide presentation will also be
archived and available beginning August 9, 2012 by midnight Eastern
Time in the Investor Relations section of
www.SCBTonline.com.
SCBT will file a registration statement and other relevant
documents concerning the transaction with the Securities and
Exchange Commission and appropriate state and federal banking
authorities as soon as is practical. SAVB and SCBT will
prepare a joint proxy statement and other relevant documents
concerning the proposed transaction for their respective
shareholders. SAVB and SCBT shareholders are urged to read
such proxy and registration statements regarding the proposed
transaction as they become available and any other relevant
documents filed with the SEC, as well as any amendments or
supplements to those documents because these will contain important
information. You will be able to obtain a free copy of the
registration statement, as well as other filings containing
information about The Savannah Bancorp, Inc. and SCBT Financial
Corporation, at the SEC's internet site
(http://www.sec.gov). The documents can also be obtained,
without charge, by directing a written request to either The
Savannah Bancorp, Inc., Post Office Box 188, Savannah, GA 31401,
Attention: Michael W. Harden, Jr., Chief Financial Officer or SCBT
Financial Corporation, Post Office Box 1030, Columbia, SC 29202,
Attention: Richard C. Mathis, Executive Vice President and
Treasurer.
SAVB, SCBT and their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies
from the shareholders of SAVB and SCBT in connection with the
merger. Information about the directors and executive officers
of The Savannah Bancorp, Inc. and their ownership of SAVB common
stock is set forth in SAVB's most recent proxy statement as filed
with the SEC, which is available at the SEC's Internet site
(http://www.sec.gov) and at The Savannah Bancorp's address in the
preceding paragraph. Information about the directors and
executive officers of SCBT Financial Corporation and their
ownership of SCBT common stock is set forth in SCBT's most recent
proxy statement filed with the SEC and available at the SEC's
internet site and from SCBT at the address set forth in the
preceding paragraph. Additional information regarding the
interests of these participants may be obtained by reading the
proxy statement/prospectus regarding the proposed transaction when
it becomes available.
The Savannah Bancorp, Inc.
The Savannah Bancorp, Inc., a bank holding company for The
Savannah Bank, N.A., Bryan Bank & Trust, and Minis & Co.,
Inc., is headquartered in Savannah, Georgia and began operations in
1990. The Company has eleven branches in Coastal Georgia and
South Carolina. Its primary businesses include loan, deposit,
trust, asset management, and mortgage origination services provided
to local customers.
SCBT Financial Corporation
SCBT Financial Corporation, Columbia, South Carolina is a
registered bank holding company incorporated under the laws of
South Carolina. The Company operates in South Carolina as
SCBT; in North Carolina as NCBT, a division of SCBT, and in Georgia
as Community Bank & Trust, a division of SCBT. Providing
financial services for over 78 years, SCBT Financial Corporation
operates 76 locations in 19 South Carolina counties, 10 north
Georgia counties, and Mecklenburg County in North
Carolina. SCBT Financial Corporation has assets of
approximately $4.4 billion, is the largest publicly traded bank
holding company in South Carolina and its stock is traded under the
symbol SCBT in the NASDAQ Global Select Market. More
information can be found at www.SCBTonline.com.
Cautionary Statement Regarding Forward-Looking
Statements
Statements included in this press release which are not
historical in nature are intended to be, and are hereby identified
as, forward-looking statements for purposes of the safe harbor
provided by Section 21E of the Securities Exchange Act of 1934. The
Savannah Bancorp, Inc. cautions readers that forward-looking
statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from forecasted
results. Such risks and uncertainties, include, among others, the
following possibilities: (1) the possibility that the proposed
merger does not close when expected or at all because required
regulatory, shareholder or other approvals and other conditions to
closing are not received or satisfied on a timely basis, or at all;
(2) the terms of the proposed merger may need to be unfavorably
modified to satisfy such approvals or conditions; (3) the
anticipated benefits from the proposed merger are not realized in
the time frame anticipated or at all as a result of changes in
general economic and market conditions, interest and exchange
rates, monetary policy, laws and regulations (including changes to
capital requirements) and their enforcement, and the degree of
competition in the geographic and business areas in which the
companies operate; (4) the potential inability to promptly and
effectively integrate the businesses of Savannah Bancorp and SCBT;
(5) reputational risks and the reaction of the companies' customers
to the proposed merger; (6) diversion of management time on
merger-related issues; (7) changes in asset quality and credit
risk; (8) the inability to sustain revenue and earnings; (9)
changes in interest rates and capital markets; (10) inflation; (11)
customer acceptance of our products and services; (12) customer
borrowing, repayment, investment and deposit practices; (13)
customer disintermediation; (14) the introduction, withdrawal,
success and timing of business initiatives; (15) competitive
conditions; and (16) the impact, extent and timing of technological
changes, capital management activities, and other actions of the
Federal Reserve Board and federal and state banking regulators, and
legislative and regulatory actions and reforms.
CONTACT: John C. Helmken II
President and CEO
(912) 629-6486
Michael W. Harden, Jr.
Chief Financial Officer
(912) 629-6496
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