WINSTON-SALEM, N.C.,
Sept. 8, 2014 /PRNewswire/ --
BB&T Corporation (NYSE: BBT) and The Bank of Kentucky Financial
Corporation (NASDAQ: BKYF) announced today the signing of a
definitive agreement under which BB&T will acquire The Bank of
Kentucky in a cash and stock
transaction for total consideration valued at approximately
$363 million. This acquisition will
establish a presence for BB&T in the Northern Kentucky / Cincinnati market.
The Bank of Kentucky,
headquartered in Crestview Hills,
Ky., has $1.9 billion in
assets, $1.6 billion in deposits and
32 banking offices in Northern
Kentucky and Cincinnati.
"We are extremely excited to welcome our new clients and
associates in these vibrant markets to BB&T. The Bank of
Kentucky's dedication to community
investment and disciplined approach to business are a perfect fit
with BB&T's culture," said Chairman and Chief Executive Officer
Kelly S. King.
"We look forward to joining the BB&T team," said
Robert W. Zapp, The Bank of
Kentucky's President and Chief
Executive Officer. "BB&T's expanded product offerings and
resources will enable us to better serve our customers, employees
and communities."
In connection with the acquisition, BB&T announced the
creation of a new banking region encompassing Northern Kentucky and Cincinnati. BB&T operates its community
banking client service model through banking regions, which are not
legal entities, but drive faster, simpler, more effective client
service.
"We are very pleased to announce that Regional President
Andrew Hawking and Retail and Small
Business Banking Manager Mark
Exterkamp will lead our new region in this important growth
market," said King. "Both are banking veterans with The Bank of
Kentucky and are very respected in
the community. We also are pleased that Robert Zapp, The Bank of Kentucky's President and Chief Executive
Officer, will be the chairman of BB&T's local advisory
board.
"We are developing exciting plans for additional banking center
locations in the Greater
Cincinnati area. Establishing this new banking region with
such strong leadership is an important first step," said
King.
Under the terms of the agreement, which was approved by the
Board of Directors of each company, shareholders of The Bank of
Kentucky will receive 1.0126
shares of BB&T common stock and $9.40 of cash for each share of The Bank of
Kentucky common stock. Based on
BB&T's 14-day average closing price of $37.13 as of September 4,
2014, shareholders of The Bank of Kentucky will receive $47.00 per share.
BB&T expects this acquisition to be accretive to earnings
per share in the first full year and to exceed its IRR hurdle.
The transaction is subject to customary closing conditions
including regulatory approvals and approval of The Bank of
Kentucky shareholders.
BB&T has posted a presentation to its website discussing the
transaction. To access the presentation, go to BBT.com, click
"About" and proceed to "Investor Relations."
Deutsche Bank Securities Inc. provided financial advice and
Wachtell, Lipton, Rosen & Katz provided legal counsel to
BB&T in this transaction.
Keefe, Bruyette & Woods served as financial adviser and
Squire Patton Boggs LLP served as legal counsel to The Bank of
Kentucky.
About BB&T
BB&T is one of the largest
financial services holding companies in the U.S. with $188.0 billion in assets and market
capitalization of $28.4 billion, as
of June 30, 2014. Based in
Winston-Salem, N.C., the company
operates 1,844 financial centers in 12 states and Washington, D.C., and offers a full range of
consumer and commercial banking, securities brokerage, asset
management, mortgage and insurance products and services. A Fortune
500 company, BB&T has been recognized by the U.S. Small
Business Administration, Greenwich Associates and others. More
information about BB&T and its full line of products and
services is available at BBT.com.
About The Bank of Kentucky
The Bank of Kentucky Financial
Corporation (NASDAQ: BKYF), is the holding company of The Bank of
Kentucky, Inc., with assets of
approximately $1.858 billion, as of
June 30, 2014. Headquartered in
Crestview Hills, Kentucky, The
Bank of Kentucky is the largest
bank in Northern Kentucky and a
leading community bank in the region, operating 32 branch locations
and over 50 ATMs. The Bank of Kentucky has served the community since 1990,
offering banking and related financial services to both individuals
and business customers and has been recognized as a top workplace
for the past five years. More information about The Bank of
Kentucky is available at
www.bankofky.com.
Forward-Looking Statements
This release contains
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 giving BB&T's and The
Bank of Kentucky's expectations or
predictions of future financial or business performance or
conditions. Forward-looking statements are typically identified by
words such as "believe," "expect," "anticipate," "intend,"
"target," "estimate," "continue," "positions," "prospects" or
"potential," by future conditional verbs such as "will," "would,"
"should," "could" or "may," or by variations of such words or by
similar expressions. These forward-looking statements are subject
to numerous assumptions, risks and uncertainties, which change over
time. Forward-looking statements speak only as of the date they are
made and we assume no duty to update forward-looking
statements. Actual results may differ materially from current
projections.
In addition to factors previously disclosed in BB&T's and
The Bank of Kentucky's reports
filed with the U.S. Securities and Exchange Commission (the "SEC")
and those identified elsewhere in this document, the following
factors among others, could cause actual results to differ
materially from forward-looking statements or historical
performance: ability to obtain regulatory approvals and meet other
closing conditions to the merger, including approval by The Bank of
Kentucky shareholders on the
expected terms and schedule; delay in closing the merger;
difficulties and delays in integrating The Bank of Kentucky business or fully realizing cost
savings and other benefits; business disruption following the
merger; changes in asset quality and credit risk; the inability to
sustain revenue and earnings growth; changes in interest rates and
capital markets; inflation; customer acceptance of BB&T
products and services; customer borrowing, repayment, investment
and deposit practices; customer disintermediation; the
introduction, withdrawal, success and timing of business
initiatives; competitive conditions; the inability to realize cost
savings or revenues or to implement integration plans and other
consequences associated with mergers, acquisitions and
divestitures; economic conditions; and the impact, extent and
timing of technological changes, capital management activities, and
other actions of the Federal Reserve Board and legislative and
regulatory actions and reforms.
Annualized, pro forma, projected and estimated numbers are used
for illustrative purpose only, are not forecasts and may not
reflect actual results.
Important Additional Information and Where to Find
It
In connection with the proposed merger, BB&T will
file with the SEC a Registration Statement on Form S-4 that will
include a Proxy Statement of The Bank of Kentucky and a Prospectus of BB&T, as well
as other relevant documents concerning the proposed transaction.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. SHAREHOLDERS OF THE BANK OF
KENTUCKY ARE URGED TO READ THE
REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING
THE MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION.
A free copy of the Proxy Statement/Prospectus, as well as other
filings containing information about BB&T and The Bank of
Kentucky, may be obtained at the
SEC's Internet site (http://www.sec.gov). You will also be able to
obtain these documents, free of charge, from BB&T at
www.bbt.com under the heading "About" and then under the
heading "Investor Relations" and then under "BB&T Corporation
SEC Filings" or from The Bank of Kentucky by accessing The Bank of Kentucky's website at www.bankofky.com under
the heading "Investor Relations" and then under "SEC
Filings". Copies of the Proxy Statement/Prospectus can also
be obtained, free of charge, by directing a request to BB&T
Corporation, 150 South Stratford Road, Suite 300, Winston-Salem, North Carolina 27104,
Attention: Shareholder Services, Telephone: (336) 733-3065 or to
The Bank of Kentucky Financial Corporation, 111 Lookout Farm Drive,
Crestview Hills, Kentucky 41017,
Attention: Executive Vice President and Chief Financial Officer,
Telephone: (859) 372-5169.
The Bank of Kentucky and
certain of its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders
of The Bank of Kentucky in
connection with the proposed merger. Information about the
directors and executive officers of The Bank of Kentucky and their ownership of The Bank of
Kentucky common stock is set forth
in the proxy statement for The Bank of Kentucky's 2013 annual meeting of
shareholders, as filed with the SEC on Schedule 14A on March 17, 2014. Additional information regarding
the interests of those participants and other persons who may be
deemed participants in the transaction may be obtained by reading
the Proxy Statement/Prospectus regarding the proposed merger when
it becomes available. Free copies of this document may be obtained
as described in the preceding paragraph.
SOURCE BB&T Corporation