Entegra Financial Corp. (NASDAQ:ENFC) (“Entegra”), the parent
holding company of Entegra Bank, and Chattahoochee Bank of Georgia
(“Chattahoochee”), today jointly announced the signing of a
definitive agreement pursuant to which Entegra will purchase
Chattahoochee for $14.75 per share or 1.4 times March 31, 2017 book
value through a combination of cash and stock valued at
approximately $34.9 million.
Chattahoochee currently operates one branch in
Gainesville, Georgia and a loan production office in Duluth,
Georgia and will add approximately $197 million in assets, $155
million in loans, and $166 million in deposits to Entegra Bank.
Commenting on the announcement, Roger Plemens,
President and Chief Executive Officer of Entegra, said, “We are
excited to partner with Chattahoochee as we continue to expand our
existing footprint in northern Georgia. Chattahoochee has a
proven track record of strong loan and deposit growth that will
complement our strategy of building long-term franchise value by
diversifying into high growth markets. With an unemployment
rate of 3.8%, Gainesville is among the 50 fastest growing metro
areas in the U.S. and home to more than 300 manufacturing and
processing companies. Chattahoochee is one of the premier
commercial banks in Gainesville and brings Entegra a talented team
of six lenders with deep commercial experience.”
Jody Lail, President and Chief Executive Officer
of Chattahoochee, added, “We are excited to partner with Entegra in
continuing to grow our commercial banking presence in our northeast
Georgia market. Entegra provides additional capital strength to
allow our commercial banking team to greatly expand lending and
cash management services to both our existing customer base and our
rapidly expanding business community. We are also pleased that
Entegra will bring additional services for our consumer customers,
including residential mortgage and investments.”
The transaction, which is expected to close in
the fourth quarter of 2017, has been unanimously approved by the
Board of Directors of both companies and is subject to customary
closing conditions, including regulatory approvals, and approval by
the shareholders of Chattahoochee.
Excluding estimated transaction expenses, the
acquisition is expected to be more than 15% accretive to 2018
earnings and to have a tangible book value earn-back period of
approximately 4.50 years. Upon completion of this
transaction, Entegra will have approximately $1.6 billion in
assets, $950 million in loans, and $1.2 billion in deposits.
Entegra Financial Corp. and Entegra Bank were
advised in the transaction by Sandler O’Neill + Partners, L.P. as
financial advisor and Brooks, Pierce, McLendon, Humphrey &
Leonard, LLP as legal counsel. Chattahoochee was advised in the
transaction by Banks Street Partners, LLC as financial advisor and
Nelson Mullins Riley & Scarborough, LLP as legal counsel.
About Entegra Financial
Corp.
Entegra Financial Corp. with total assets of
$1.4 billion at March 31, 2017, is headquartered in Franklin, North
Carolina and is the holding company of Entegra Bank.
Entegra’s shares trade on the NASDAQ Global Market under the symbol
“ENFC”.
Entegra Bank operates a total of 17 branches
located throughout the Western North Carolina counties of Cherokee,
Haywood, Henderson, Jackson, Macon, Polk and Transylvania, the
Upstate South Carolina counties of Anderson, Greenville, and
Spartanburg and the northern Georgia county of Pickens. The Bank
also operates loan production offices in Asheville, North Carolina
and Clemson, South Carolina. For further information, visit the
Bank’s website www.entegrabank.com
About Chattahoochee Bank of
Georgia
Chattahoochee was founded in 2008 and provides
commercial banking services through its banking office in
Gainesville, Georgia and loan production office in Duluth, Georgia.
For further information, visit the Bank’s website
www.chattahoocheebank.com.
Disclosures About Forward-Looking
Statements
The discussions included in this press release
may contain “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995, including Section
21E of the Securities Exchange Act of 1934 and Section 27A of the
Securities Act of 1933. Such statements involve known and unknown
risks, uncertainties and other factors that may cause actual
results to differ materially. For the purposes of these
discussions, any statements that are not statements of historical
fact may be deemed to be “forward-looking statements.” Such
statements are often characterized by the use of qualifying words
such as “expects,” “anticipates,” “believes,” “estimates,” “plans,”
“projects,” or other statements concerning opinions or judgments of
Entegra and its management about future events.
Such forward-looking statements include, but are
not limited to, statements about the benefits of the combination of
Entegra and Chattahoochee, including future financial and operating
results, expected cost savings, expected impact on future earnings,
the combined bank’s plans, objectives, expectations and intentions
and other statements that are not historical facts. 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 you are
cautioned not to place undue reliance on any forward-looking
statements. We assume no duty to update forward-looking
statements.
In addition to factors previously disclosed in
Entegra’s reports filed with the Securities and Exchange
Commission (“SEC”), the following factors among others, could cause
actual results to differ materially from forward-looking
statements: ability to obtain regulatory approvals and meet other
closing conditions to the acquisition, including approval by
Chattahoochee’s shareholders, on the expected terms and schedule;
delay in closing the acquisition; difficulties and delays in
integrating the Entegra and Chattahoochee businesses or fully
realizing cost savings and other benefits; business disruption
following the proposed transaction; changes in asset quality and
credit risk; the inability to sustain revenue and earnings growth;
changes in interest rates and capital markets; inflation; customer
borrowing, repayment, investment and deposit practices; 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; the reaction to the transaction
of the banks’ customers, employees and counterparties; and the
impact, extent and timing of technological changes, capital
management activities, and other actions of the Board of
Governors of the Federal Reserve and legislative and regulatory
actions and reforms.
Additional Information About the
Acquisition and Where to Find It In connection with the
proposed acquisition, Entegra will file with the SEC a registration
statement on Form S-4 to register the shares of Entegra common
stock to be issued to the shareholders of Chattahoochee. The
registration statement will include a proxy statement/prospectus
which will be sent to the shareholders of Chattahoochee seeking
their approval of the acquisition and related matters. In addition,
Entegra may file other relevant documents concerning the proposed
acquisition with the SEC.
INVESTORS AND SHAREHOLDERS OF
CHATTAHOOCHEE ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM
S-4 AND THE PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE
REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED
WITH THE SEC IN CONNECTION WITH THE PROPOSED ACQUISITION BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ENTEGRA,
CHATTAHOOCHEE AND THE PROPOSED TRANSACTION.
Investors and shareholders may obtain free
copies of these documents, when filed, through the website
maintained by the SEC at www.sec.gov. Free copies of the proxy
statement/prospectus also may be obtained, when available, by
directing a request by telephone or mail to Entegra Financial
Corp., 14 One Center Court, Franklin, North Carolina 28734,
Attention: David Bright (telephone: (828) 524-7000), or
Chattahoochee Bank of Georgia, 643 E E Butler Parkway, Gainesville,
Georgia 30503, Attention: Investor Relations (telephone: (770)
536-0607), or by accessing Entegra’s website at
www.entegrabank.com under “Investor Relations.” The
information on Entegra’s and Chattahoochee’s websites is not, and
shall not be deemed to be, a part of this release or incorporated
into other filings either company makes with the SEC.
Chattahoochee and its directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the shareholders of Chattahoochee in connection with
the acquisition. Information about the directors and executive
officers of Chattahoochee is set forth in the proxy statement for
Chattahoochee’s 2017 annual meeting of shareholders. Additional
information regarding the interests of these participants and other
persons who may be deemed participants in the proxy solicitation
may be obtained by reading the proxy statement/prospectus when it
becomes available.
Entegra Financial Corp.
Roger D. Plemens
President and Chief Executive Officer
(828) 524-7000
Chattahoochee Bank of Georgia
C. Jody Lail, Jr.
President and Chief Executive Officer
(770) 536-0607
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