First Citizens BancShares Inc. (NASDAQ: FCNCA) (“First Citizens”),
the parent company of First-Citizens Bank & Trust Company, and
CIT Group Inc. (NYSE: CIT) (“CIT”), the parent company of CIT Bank,
N.A., jointly announced that the proposal to merge the two
companies has received regulatory approval from the Federal Deposit
Insurance Corporation (“FDIC”).
The merger has already received approval from the Office of the
North Carolina Commissioner of Banks.
Completion of the proposed merger remains subject to approval
from the Board of Governors of the Federal Reserve System, and
closing is expected in the third quarter, subject to such approval
and the satisfaction or waiver of other customary closing
conditions.
Frank B. Holding Jr., First Citizens’ chairman and chief
executive officer, said: “This key step moves us closer to the
completion of our proposed merger transaction, and we remain
excited about future opportunities ahead.”
Ellen R. Alemany, CIT’s chairwoman and chief executive officer,
said: “We’re pleased to receive FDIC approval as we continue to
work together toward the successful combination of our two
companies.”
When completed, the combined company will operate under the
First Citizens name and establish a top 20 bank in the United
States based on assets. The merger will bring together
complementary strengths of both organizations with First Citizens
Bank’s robust retail franchise and full suite of banking products
and CIT’s strong market positions, nationwide commercial lending
franchise and direct online bank.
About First CitizensFirst Citizens BancShares,
Inc. is the financial holding company for Raleigh, North
Carolina-headquartered First-Citizens Bank & Trust Company
(“First Citizens Bank”). As one of the largest family-controlled
banks in the United States, First Citizens Bank (Member FDIC, Equal
Housing Lender) is known for building financial strength that lasts
for personal, business, commercial and wealth management clients.
Founded in 1898, the bank provides a broad range of financial
products and operates a network of branches in 19 states that
include many high-growth markets. For more information, visit First
Citizens’ website at firstcitizens.com. First Citizens Bank.
Forever First®.
About CITCIT is a leading national bank focused
on empowering businesses and personal savers with the financial
agility to navigate their goals. CIT Group Inc. (NYSE: CIT) is a
financial holding company with over a century of experience and
operates a principal bank subsidiary, CIT Bank, N.A. (Member FDIC,
Equal Housing Lender). CIT’s commercial banking segment includes
commercial financing, community association banking, middle market
banking, equipment and vendor financing, factoring, railcar
financing, treasury and payments services, and capital markets and
asset management. CIT's consumer banking segment includes a
national direct bank and regional branch network. Discover more at
cit.com/about.
Forward-Looking StatementsThis communication
contains “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995 regarding the
financial condition, results of operations, business plans and
future performance of First Citizens and CIT. Words such as
“anticipates,” “believes,” “estimates,” “expects,” “forecasts,”
“intends,” “plans,” “projects,” “targets,” “designed,” “could,”
“may,” “should,” “will” or other similar words and expressions are
intended to identify these forward-looking statements. These
forward-looking statements are based on First Citizens’ and CIT’s
current expectations and assumptions regarding First Citizens’ and
CIT’s businesses, the economy, and other future conditions.
Because forward-looking statements relate to future results and
occurrences, they are subject to inherent risks, uncertainties,
changes in circumstances and other factors that are difficult to
predict. Many possible events or factors could affect First
Citizens’ and/or CIT’s future financial results and performance and
could cause the actual results, performance or achievements of
First Citizens and/or CIT to differ materially from any anticipated
results expressed or implied by such forward-looking
statements. Such risks and uncertainties include, among
others, (1) the risk that the cost savings, any revenue synergies
and other anticipated benefits of the proposed merger may not be
realized or may take longer than anticipated to be realized,
including as a result of the impact of, or problems arising from,
the integration of the two companies or as a result of the
condition of the economy and competitive factors in areas where
First Citizens and CIT do business, (2) disruption to the parties’
businesses as a result of the announcement and pendency of the
proposed merger and diversion of management’s attention from
ongoing business operations and opportunities, (3) the occurrence
of any event, change or other circumstances that could give rise to
the right of one or both of the parties to terminate the definitive
merger agreement between First Citizens and CIT, (4) the risk that
the integration of First Citizens’ and CIT’s operations will be
materially delayed or will be more costly or difficult than
expected or that First Citizens and CIT are otherwise unable to
successfully integrate their businesses, (5) the outcome of any
legal proceedings that may be or have been instituted against First
Citizens and/or CIT, (6) the failure to obtain remaining
governmental approvals (and the risk that such approvals may result
in the imposition of conditions that could adversely affect the
combined company or the expected benefits of the proposed
transaction), (7) reputational risk and potential adverse reactions
of First Citizens’ and/or CIT’s customers, suppliers, employees or
other business partners, including those resulting from the
completion of the proposed merger, (8) the failure of any of the
closing conditions in the definitive merger agreement to be
satisfied on a timely basis or at all, (9) delays in closing the
proposed merger, (10) the possibility that the proposed merger may
be more expensive to complete than anticipated, including as a
result of unexpected factors or events, (11) the dilution caused by
First Citizens’ issuance of additional shares of its capital stock
in connection with the proposed merger, (12) general competitive,
economic, political and market conditions, (13) other factors that
may affect future results of CIT and/or First Citizens including
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 impact, extent and timing of technological
changes, capital management activities, and other actions of the
Federal Reserve Board and legislative and regulatory actions and
reforms, and (14) the impact of the global COVID-19 pandemic on
First Citizens’ and/or CIT’s businesses, the ability to complete
the proposed merger and/or any of the other foregoing risks.
Except to the extent required by applicable law or regulation,
each of First Citizens and CIT disclaims any obligation to update
such factors or to publicly announce the results of any revisions
to any of the forward-looking statements included herein to reflect
future events or developments. Further information regarding
First Citizens, CIT and factors which could affect the
forward-looking statements contained herein can be found in First
Citizens’ Annual Report on Form 10-K for the fiscal year ended
December 31, 2020, its Quarterly Reports on Form 10-Q for the
period ended March 31, 2021, and its other filings with the
Securities and Exchange Commission (the “SEC”), and in CIT’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2020, as
amended on Form 10-K/A, its Quarterly Reports on Form 10-Q for the
period ended March 31, 2021, and its other filings with the SEC.
The contents of any website referenced in this communication are
not incorporated by reference herein.
First Citizens Contact InformationBarbara
ThompsonDirector of Corporate Communications and Brand
Marketing919-716-2716barbara.thompson@firstcitizens.com
Deanna HartSVP, Investor
Relations919-716-2137deanna.hart@firstcitizens.com
CIT Contact InformationGina ProiaEVP, Chief
Marketing and Communications
Officer212-771-6008gina.proia@cit.com
Barbara CallahanSVP and Head of Investor
Relations973-740-5058barbara.callahan@cit.com
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