Porter Bancorp Acquires Options to Purchase 15.8% of the Common Shares of Citizens First Corporation
October 15 2009 - 4:32PM
Business Wire
Porter Bancorp, Inc. (NASDAQ: PBIB) announced today that it has
entered into option agreements for the right to purchase
approximately 15.8% of the outstanding common shares of Citizens
First Corporation (NASDAQ: CZFC) for $9.00 per share. With the
options, Porter Bancorp and its affiliates would beneficially own
approximately 19.7% of the outstanding common shares of Citizens
First.
The exercise of the options is conditioned upon Porter Bancorp
obtaining regulatory approval for the purchases and acquiring the
right to purchase at least 51% of the Common Stock on terms and
conditions substantially similar to those in the option agreement.
Porter Bancorp plans to file applications shortly with Federal
Reserve and the Kentucky Department of Financial Institutions.
Porter Bancorp has also engaged J.J.B. Hilliard, W.L. Lyons, LLC
to serve as financial advisor in connection with possible
transactions involving Citizens First.
Citizens First Corporation is the bank holding company for
Citizens First Bank, which operates eleven branch locations in
Bowling Green, Franklin, Glasgow, Horse Cave and Munfordville,
Kentucky. As of June 30, 2009, Citizens First reported assets of
$339 million and total deposits of $264 million.
“Shareholders of Citizens First have approached Porter Bancorp’s
principals on several occasions to inquire about Porter Bancorp’s
interest in purchasing shares or in pursuing a business combination
transaction with Citizens First,” stated Maria Bouvette, Porter
Bancorp’s President and CEO. “We believe that a combination between
Porter Bancorp and Citizens First could increase value for the
shareholders of both companies. We have made our interest and
willingness to discuss a possible transaction clear to Citizens
First’s directors and executives.”
Porter Bancorp is filing a Schedule 13D with the Securities and
Exchange Commission in connection with the option agreements.
About Porter Bancorp,
Inc.
Porter Bancorp, Inc., a bank holding company headquartered in
Louisville, Kentucky, had $1.7 billion in assets as of
September 30, 2009. Through Porter’s subsidiary PBI Bank, it
operates 18 full service banking offices in 11 counties in
Kentucky. Porter Bancorp’s common stock is traded on the Nasdaq
Global Market under the symbol “PBIB.”
Additional
Information
This communication is not an offer to sell, or a solicitation of
an offer to buy, shares of Porter Bancorp common stock, or the
solicitation of any proxies from Citizens First shareholders. This
press release relates to a business combination transaction with
Citizens First Corporation proposed by Porter Bancorp, Inc., which
may become the subject of a registration statement filed with the
Securities and Exchange Commission (the “SEC”). This material is
not a substitute for the prospectus/proxy statement Porter Bancorp
would file with the SEC regarding the proposed transaction if such
a negotiated transaction with Citizens First is reached or for any
other document which Porter Bancorp may file with the SEC and send
to Porter Bancorp or Citizens First shareholders in connection with
the proposed transaction. INVESTORS AND SECURITY HOLDERS OF PORTER
BANCORP AND CITIZENS FIRST ARE URGED TO READ ANY SUCH DOCUMENTS
FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION. After it is filed with the SEC, the
proxy statement/prospectus will be available for free, both on the
SEC Web site (www.sec.gov) and from Porter Bancorp by contacting C.
Bradford Harris, Executive Vice President and Corporate General
Counsel, Porter Bancorp, Inc., 2500 Eastpoint Parkway, Louisville,
Kentucky 40223. Telephone: (502) 499-4800.
The directors and executive officers of Porter Bancorp and other
persons may be deemed to be participants in the solicitation of
proxies from Citizens First shareholders with respect to the
proposed transaction. Information regarding Porter Bancorp's
directors and executive officers is available in its proxy
statement filed with the SEC on April 22, 2009.
In addition to the proposed registration statement and proxy
statement/prospectus, Porter Bancorp files annual, quarterly and
special reports, proxy statements and other information with the
SEC. You may read and copy any reports, statements or other
information filed by Porter Bancorp at the SEC's public reference
rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the
SEC's other public reference rooms in New York and Chicago. Please
call the SEC at 1 800 SEC 0330 for more information on the public
reference rooms. Porter Bancorp SEC filings also are available to
the public from commercial document retrieval services and at
www.sec.gov.
All information in this communication concerning Citizens First
was obtained from public sources. While Porter Bancorp has no
knowledge that any such information is inaccurate or incomplete,
Porter Bancorp has not had the opportunity to verify any of that
information.
Forward-Looking
Statements
Statements in this press release relating to Porter Bancorp’s
plans, objectives, expectations or future performance are
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements are based on management’s current expectations. Porter
Bancorp’s actual results in future periods may differ materially
from those currently expected due to various risks and
uncertainties, including those discussed in the “Risk Factors”
section of the Company’s Form 10-K and subsequent periodic reports
filed with the Securities and Exchange Commission.
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