Community Bank Shares of Indiana, Inc. (NASDAQ GM: CBIN), the
holding company for Your Community Bank and The Scott County State
Bank, and First Financial Service Corporation (NASDAQ GM: FFKY),
the holding company for First Federal Savings Bank of
Elizabethtown, jointly announced today they have entered into an
agreement and plan of share exchange (the “Agreement”). Under the
terms of the Agreement, Community Bank Shares of Indiana, Inc. will
exchange all of the issued and outstanding common shares of First
Financial Service Corporation for 0.153 shares of CBIN’s common
stock, subject to potential adjustments at closing. Based on CBIN’s
20 trading day average common stock price of $22.33 per share, as
of April 17, 2014, assuming no exchange ratio adjustments, the
transaction is valued at approximately $17.9 million. As part of
the transaction, FFKY’s outstanding preferred stock, all of which
was issued in the Troubled Assets Relief Program, will be redeemed
at or promptly following closing of the acquisition for
approximately $12.3 million, plus accrued but unpaid interest. In
addition, CBIN has entered into subscription agreements with
investors to purchase approximately $25.0 million of CBIN common
stock immediately prior to the consummation of the share exchange
transaction at a price of $22.33 per share. The transaction is
subject to receipt of FFKY shareholder approval, CBIN shareholder
approval and customary regulatory approvals. We expect the
transaction to close in the late third or fourth quarter of
2014.
Upon the consummation of the transaction, First Federal Savings
Bank of Elizabethtown will be merged with and into Your Community
Bank. At that time, First Federal Savings Bank of Elizabethtown
offices will become branches of Your Community Bank. CBIN estimates
it will have approximately $1.6 billion in assets and 41 branch
offices throughout southeastern Indiana and Kentucky after the
transaction closes. CBIN expects the transaction to be accretive to
earnings per share in the first full year of operations, excluding
any one-time restructuring charges, and that all subsidiary banks
will exceed “well-capitalized” thresholds under all regulatory
definitions.
James D. Rickard, President and CEO of Community Bank Shares of
Indiana, stated, “We are excited to add to our presence in the
Louisville and Bardstown markets, while expanding into
Elizabethtown and neighboring communities. We believe this
transaction creates a dynamic community banking franchise across
the entire Louisville MSA. Community Bank Shares enjoys strong
market share in the northern counties of Louisville and the
addition of FFKY adds a strong presence in Louisville’s southern
counties. The acquisition of FFKY is the second transaction we have
undertaken in the last twelve months. These activities are part of
an integrated strategy to drive shareholder returns through both
organic and acquisition related growth.”
Gregory Schreacke, First Financial Service Corporation’s
President, commented, “We are excited to partner with a strong and
reputable firm, such as Community Bank Shares. Our shared values
and synergies will create a tremendous new opportunity for our
associates, shareholders, customers and community. Our combined
financial institution will offer a wider array of products and
services while continuing our long-standing personal commitment to
our customers and community. ”
ABOUT COMMUNITY BANK SHARES OF INDIANA, INC.
Community Bank Shares of Indiana, Inc. is a bank holding company
with $846 million in total assets as of March 31, 2014 and includes
two wholly owned, state-chartered subsidiary banks include Your
Community Bank and The Scott County State Bank. The Company’s stock
trades on the NASDAQ Global Select Market under the symbol “CBIN”.
The Company may be contacted at (812) 944-2224 or 101 West Spring
Street, New Albany, Indiana 47150. To learn more about the Company,
please visit www.yourcommunitybank.com and
www.scottcountystatebank.com.
ABOUT FIRST FINANCIAL SERVICE CORPORATION
Established in 1923, FFKY, through its wholly owned subsidiary,
First Federal Savings Bank of Elizabethtown (“First Federal Savings
Bank”), operates 17 offices in Kentucky including seven offices in
the Louisville metro area, seven offices in the Elizabethtown metro
area, and two offices in Bardstown. At December 31, 2013, FFKY had
approximately $859 million in total assets, $467 million in loans
and $783 million in deposits.
Sterne, Agee & Leach, Inc. is serving as financial advisor
to CBIN on the transaction and as placement agent on the offering.
Stoll Keenon Ogden PLLC is serving as legal counsel to CBIN on the
transaction and the offering. FFKY is represented by the investment
banking firms of Keefe, Bruyette & Woods and Professional Bank
Services, Inc. and the law firm of Frost Brown Todd LLC.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy shares of the Company’s common
stock. Any offer will be made only by means of a private offering
presentation solely to accredited investors or qualified
institutional buyers. This press release does not constitute an
offer to purchase, or the solicitation of an offer to tender, any
shares of the Company’s common stock.
FORWARD LOOKING STATEMENTS
This press release contains forward-looking statements within
the meaning of the federal securities laws. These statements are
not historical facts, but rather statements based on the Company’s
current expectations regarding our business strategies and their
intended results and future performance. Forward-looking statements
are preceded by terms such as “expects,” “believes,” “anticipates,”
“intends” and similar expressions, as well as any statements
related to future expectations of performance.
Forward-looking statements are not guarantees of future
performance. Numerous risks and uncertainties could cause or
contribute to the Company’s actual results, performance, and
achievements to be materially different from those expressed or
implied by the forward-looking statements. Factors that may cause
or contribute to these differences include, without limitation, the
Company’s failure to integrate acquired institutions in accordance
with expectations; deviations from performance expectations related
to acquired institutions; general economic conditions, including
changes in market interest rates and changes in monetary and fiscal
policies of the federal government; legislative and regulatory
changes; competitive conditions in the banking markets served by
the Company’s subsidiaries; the adequacy of the allowance for
losses on loans and the level of future provisions for losses on
loans; and other factors disclosed periodically in the Company’s
filings with the Securities and Exchange Commission.
Because of the risks and uncertainties inherent in
forward-looking statements, readers are cautioned not to place
undue reliance on them, whether included in this report or made
elsewhere from time to time by the Company or on the Company’s
behalf. The Company assumes no obligation to update any
forward-looking statements.
Other Information
This release may be deemed to be offering materials of Community
Bank Shares of Indiana, Inc. in connection with CBIN’s proposed
acquisition of First Financial Service Corporation, on the terms
and subject to the conditions in the Agreement and Plan of Share
Exchange. This release may also be deemed to be proxy solicitation
materials of First Financial Service Corporation in connection with
a special meeting of the FFKY shareholders, currently anticipated
to be held in the third quarter of 2014, to vote on a proposal to
approve the Agreement and Plan of Share Exchange.
Shareholders of CBIN and FFKY and other investors are urged to
carefully read the joint proxy statement/prospectus to be included
in the registration statement on Form S-4, which CBIN will file
with the SEC in connection with the proposed share exchange,
because it will contain important information about CBIN, FFKY, the
share exchange, the persons soliciting proxies with respect to the
proposed share exchange and their interests in the proposed share
exchange and related matters.
The respective directors and executive officers of Community
Bank Shares of Indiana, Inc. and First Financial Service
Corporation and other persons may be deemed to be participants in
the solicitation of proxies from FFKY shareholders with respect to
the proposed share exchange. Information regarding the directors
and executive officers of CBIN is available in its proxy statement
filed with the SEC on April 4, 2014. Information regarding
directors and executive officers of FFKY is available in its proxy
statement filed with the SEC on April 21, 2014. Other information
regarding the participants in the solicitation and a description of
their direct and indirect interests, by security holdings or
otherwise, will be contained in the proxy statement/prospectus and
other relevant materials to be filed with the SEC when they become
available.
Investors and security holders will be able to obtain free
copies of the registration statement and proxy statement/prospectus
(when available) and other documents filed with the SEC by
Community Bank Shares of Indiana, Inc. and First Financial Service
Corporation through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with the SEC by
CBIN will be available free of charge on CBIN’s website at
http://www.yourcommunitybank.com, or by contacting Paul Chrisco by
telephone at (812) 981-7375. Copies of the documents filed with the
SEC by FFKY will be available free of charge on FFKY’s website at
http://www.ffsbky.com, or by contacting Frank Perez, Chief
Financial Officer, by telephone at (270) 765-2131.
Photos/Multimedia Gallery Available:
http://www.businesswire.com/multimedia/home/20140422005889/en/
Community Bank Shares of Indiana, Inc.Paul Chrisco, Chief
Financial Officer, 812-981-7375orFirst Financial Service
CorporationFrank Perez, Chief Financial Officer,
270-765-2131
First Financial Service Corp. (NASDAQ:FFKY)
Historical Stock Chart
From Jan 2025 to Feb 2025
First Financial Service Corp. (NASDAQ:FFKY)
Historical Stock Chart
From Feb 2024 to Feb 2025