Community Trust Bancorp, Inc. to Acquire Eagle Bank of Williamstown, Kentucky
May 31 2007 - 5:38PM
Business Wire
Jean R. Hale, Chairman, President and CEO of Community Trust
Bancorp, Inc. (NASDAQ: CTBI) and Dennis W. Rich, President and CEO
of Eagle Fidelity, Inc. of Williamstown, Kentucky are pleased to
announce that they have entered into a definitive agreement for the
acquisition of Eagle Fidelity by Community Trust Bancorp, Inc.
Eagle Bank will be merged into Community Trust Bank, Inc. The
merger agreement calls for the payment of $18.5 million in cash and
the issuance of 544,137 shares of CTBI stock in exchange for all
outstanding shares of Eagle Fidelity stock. The deal value of
approximately $37.0 million will fluctuate subject to certain
floors and caps. The agreement is also subject to certain
conditions, including regulatory approval and the approval of Eagle
Fidelity shareholders. �We see this opportunity as a logical step
for Community Trust as we expand our service into Northern
Kentucky,� said Ms. Hale. �Community Trust is pleased to become a
part of Grant County and the contiguous counties currently served
by Eagle Bank. We look forward to providing outstanding financial
services to Eagle Bank�s existing customer base and expanding that
base in the communities that it serves.� The acquisition will
increase Community Trust Bancorp�s total assets by approximately
$157 million. �We are excited about becoming a part of Kentucky�s
largest domiciled bank holding company,� Mr. Rich said. �Eagle Bank
is joining a company that provides financial services to its
customers with a community banking level of service. We are looking
forward to providing expanded products and services to our
customers.� The transaction, anticipated to close in the fourth
quarter of 2007, is expected to be accretive to Community Trust�s
2008 earnings. Eagle Fidelity, Inc. was advised by Investment Bank
Services and Community Trust was advised by Sandler O�Neill +
Partners, LP. Community Trust Bancorp, Inc., with assets of $3.1
billion at March 31, 2007, is headquartered in Pikeville, Kentucky
and has 74 banking locations across eastern, central, northern and
south central Kentucky, 5 banking locations in southern West
Virginia, and 5 trust offices across Kentucky. Additional
information about the merger and where to find it In connection
with the proposed acquisition of Eagle Fidelity by Community Trust
Bancorp, Community Trust Bancorp will file with the Securities and
Exchange Commission a registration statement on Form S-4 to
register the shares of Community Trust Bancorp common stock to be
issued to the shareholders of Eagle Fidelity. The registration
statement will include a proxy statement/prospectus which will be
sent to the shareholders of Eagle Fidelity seeking their approval
of the proposed transaction. WE URGE INVESTORS AND SECURITY HOLDERS
TO READ THE PROXY STATEMENT/PROSPECTUS, AND OTHER RELEVANT
DOCUMENTS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4
AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION IN CONNECTION WITH THE PROPOSED
TRANSACTION, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
COMMUNITY TRUST BANCORP, EAGLE FIDELITY AND THE PROPOSED
TRANSACTION. Investors and security holders may obtain free copies
of these documents through the website maintained by the Securities
and Exchange Commission http://www.sec.gov. Free copies of the
proxy statement/prospectus may also be obtained by directing a
request to: Community Trust Bancorp, Inc.PO Box 2947Pikeville,
Kentucky 41502-2947Attn: Marilyn JusticePhone: 606-437-3279 Eagle
Fidelity, Inc.PO Box 335Williamstown, Kentucky 41097-0335Attn:
Dennis W. Rich, PresidentPhone: 859-824-4436 Community Trust
Bancorp, Eagle Fidelity and their respective directors, executive
officers and certain other members of management may be deemed to
be participants in the solicitation of proxies from the
shareholders of Eagle Fidelity in connection with the merger
transaction. For information about Community Trust Bancorp�s
directors, executive officers and members of management,
shareholders are asked to refer to the most recent proxy statement
issued by Community Trust Bancorp, which is available on its
website (www.cbti.com) and at the address provided in the preceding
paragraph. Information regarding Eagle Fidelity�s directors,
executive officers and members of management and their respective
interests in the proposed transaction will be available in the
proxy statement/prospectus of Community Trust Bancorp and Eagle
Fidelity described above and other relevant materials to be filed
with the Securities and Exchange Commission. Cautionary statement
regarding forward-looking statements This press release contains
forward-looking statements based on our current expectations about
the Company, our industry and the proposed merger. These
forward-looking statements involve certain risks and uncertainties,
including various risks and uncertainties described in the
Company�s Annual Report on Form 10-K for the year ended December
31, 2006. We undertake no obligation to update publicly any
forward-looking statements for any reason, even if new information
becomes available or other events occur in the future. We caution
you not to place any undue reliance on those statements.
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