Porter Bancorp Commences Exchange Offer for Citizens First Corporation
October 23 2009 - 8:30AM
Business Wire
Porter Bancorp, Inc. (NASDAQ: PBIB) announced today that it has
commenced an exchange offer to acquire all of the outstanding
common shares of Citizens First Corporation (NASDAQ: CZFC) for
$9.00 per share. CZFC shareholders will have an option to receive
$9.00 in cash, or 0.5686 Porter common shares, or $4.50 in cash and
0.2843 Porter common shares. The exchange offer is scheduled to
expire at 5:00 P.M., ET, on December 22, 2009, unless extended or
terminated.
On October 15, 2009, Porter Bancorp announced that it had
entered into option agreements to purchase approximately 15.8% of
the Citizens First common stock for $9.00 per share, raising its
beneficial ownership to 19.7% of the outstanding Citizens First
common stock. At that time, Porter Bancorp also renewed its ongoing
invitation to Citizens First’s board of directors to discuss a
possible business combination. In the absence of a response, Porter
Bancorp has decided to present its offer directly to the
shareholders of Citizens First.
“We believe this proposed transaction makes compelling business
sense for both Porter Bancorp and Citizens First and is in the best
interests of our respective shareholders,” said Porter’s President
and Chief Executive Officer Maria L. Bouvette. “The transaction is
financially and strategically beneficial for Porter Bancorp because
it provides us with a great opportunity to expand our customer base
and provide the convenience of additional ATM and branch locations
to both new and existing customers.”
“Our $9.00 per share offer gives Citizens First shareholders an
economic return significantly greater than the recent trading price
of their shares. Citizens First stock has not traded at the $9.00
level in over a year and was trading at less than half this amount
prior to Porter Bancorp’s announcement,” concluded Ms.
Bouvette.
The acceptance of the exchange offer and the exercise of the
options by Porter Bancorp are both conditioned upon Porter Bancorp
obtaining regulatory approval for the purchases and acquiring the
right to purchase at least 51% of Citizens First common shares.
Porter Bancorp plans to file applications with the Federal Reserve
and the Kentucky Department of Financial Institutions in the near
future.
J.J.B. Hilliard, W.L. Lyons, LLC is serving as information agent
for the exchange offer. It is anticipated that information about
the exchange offer will be delivered to CZFC shareholders within
ten days.
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. In a recent press release, Citizens First reported assets
of $342 million and total deposits of $276 million as of September
30, 2009.
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. The
description of the exchange offer contained in this press release
is not intended to be a full or detailed description of the terms
or conditions of the exchange offer. Porter Bancorp has filed a
registration statement, including the prospectus/offer to exchange,
with the Securities and Exchange Commission (the “SEC”), regarding
the exchange offer. This communication is not a substitute for the
prospectus/offer to exchange. INVESTORS AND SECURITY HOLDERS OF
PORTER BANCORP AND CITIZENS FIRST ARE URGED TO READ
PROSPECTUS/OFFER TO EXCHANGE FILED WITH THE SEC CAREFULLY IN ITS
ENTIRETY BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. The prospectus/offer to exchange is 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.
In addition to the registration statement and prospectus/offer
to exchange, 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 prospectus/offer to exchange and the Company’s
subsequent periodic reports filed with the Securities and Exchange
Commission.
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