Coast Financial Holdings, Inc. (Nasdaq:CFHI), a bank holding
company headquartered in Bradenton, Florida, and First Banks, Inc.
(�First Banks�)(NYSE: FBSPRA), a bank holding company headquartered
in St. Louis, Missouri, jointly announce the signing of an
Agreement and Plan of Merger providing for First Banks to acquire
Coast Financial Holdings, Inc., a Florida bank holding company
(�CFHI�), and its wholly owned banking subsidiary, Coast Bank of
Florida, a Florida state chartered bank (collectively, �Coast�).
Coast operates 20 banking offices in Florida�s Manatee, Pinellas,
Hillsborough and Pasco counties. Coast also has two planned de novo
branch offices, one located in the Pinellas County community of
Clearwater, and the other located in Sarasota County. Under the
terms of the Agreement and Plan of Merger, each outstanding share
of Coast�s common stock will be converted into and will represent
the right to receive an amount equal to $22,130,793.80 divided by
the number of shares of Coast�s common stock outstanding, or
approximately $3.40 in cash, without interest thereon. This price
is subject to adjustment if, on or about the date that the
transaction closes each of the following conditions exist: (a)
Coast�s allowance for loan and lease losses plus its tangible
equity is less than 75% of Coast�s non-performing loans and leases
plus other real estate owned (such difference is referred to as the
�Deficiency�), and (b) the Deficiency is greater than $1 million.
If each of the above conditions exists on or about the date that
the transaction closes, then the $22,130,793.80 will be reduced to
the nearest $500,000 increment, upward or downward, to the full
amount of the Deficiency and the per share merger price will be
reduced accordingly. The transaction, which is subject to
regulatory and shareholder approvals and certain closing
conditions, is expected to be completed during the fourth quarter
of 2007. The proposed transaction will be submitted to Coast�s
stockholders for their consideration at a special meeting, subject
to the mailing of a definitive proxy statement. Management of First
Banks and Coast expect a smooth transition in this process. First
Banks is one of the largest privately-held bank holding companies
in the United States with nearly $10.5 billion in assets at June
30, 2007. First Banks operates 197 offices throughout Missouri,
Illinois, Texas and California and employs nearly 2,700 employees.
Terrance M. McCarthy, President and Chief Executive Officer of
First Banks, said, �This is a unique opportunity for First Banks to
establish an immediate and solid foundation on the central west
coast of Florida with a strong customer base and branch presence.
With the acquisition of nine banking locations within Manatee
County alone, and another 11 in and around the Tampa/Pinellas
market area, this transaction will establish a solid framework for
further strategic growth opportunities in this vibrant area.� CFHI
Chairman James K. Toomey stated, �We have had discussions with
First Banks for some time now, and through these discussions we
have come to know the organization as one of high integrity, high
standards and a commitment to excellence.� Mr. Toomey continued,
�We believe our proposed alignment with First Banks is a solid
decision which serves the best interest of Coast Bank customers,
employees, CFHI shareholders and the communities we serve.� Mr.
McCarthy added, �We believe Coast Bank customers will benefit not
only from the financial strength First Banks brings to the
organization, but also through a more extensive line of products
and services. Combining the strengths of our product lines and a
commitment to provide superior customer service, which mirrors the
highly-regarded community bank culture already established at Coast
Bank, we are confident customers will benefit greatly from this
alignment.� Mr. McCarthy elaborated, �First Banks will continue to
focus on the strong retail banking business of Coast while also
expanding the commercial segment of the business, providing
commercial loans and other financial services to small to mid-sized
businesses in the Tampa Bay region and Manatee County.� Anne V.
Lee, Coast Acting President and Chief Executive Officer also sees
significant benefit for Coast Bank customers. �First Banks has a
very diverse and broad product line, offering many products we have
not been in a position to offer, including trust, brokerage and
investment management.� Ms. Lee continued, �Having these products
and many other new services available will further enhance the
convenience of banking with us.� Coast Bank customers can expect a
smooth transition, according to Mr. Toomey. �First Banks is well
known in the financial services industry for merger and acquisition
expertise, having successfully acquired 26 banks, an insurance
brokerage agency, an insurance premium financing company and a loan
origination business in the last ten years.� �All of these
transactions were completed in a very timely fashion,� Mr. Toomey
added. Steven F. Schepman, Executive Vice President and Director of
Corporate Development and Business Segments, said, �Expanding into
Florida has been a part of First Banks� long-term strategic plan
and Coast represents an opportunity for us to establish ourselves
in this desirable market. The people at Coast have done an
excellent job of building a good deposit franchise and foundation
from which First Banks can build in Florida, in much the same way
we have done with our entry into Texas in 1994, California in 1995
and then our significant expansion in Chicago in 2004. Throughout
the history of First Banks, we have successfully entered new
markets in major metropolitan areas as well as smaller communities
and demonstrated our ability to grow the franchise while developing
long-term partnerships in the communities we serve. It is an
exciting moment in our history as our bank enters a fifth state and
we expand our footprint which will provide further opportunities
for growth and delivery of our full range of financial services.�
At June 30, 2007, First Banks reported assets of $10.48 billion,
loans, net of unearned discount, of $7.99 billion, deposits of
$8.75 billion and stockholders� equity of $832.3 million. At March
31, 2007, Coast reported assets of $834.1 million, loans, net of
unearned discount, of $593.8 million, deposits of $742.4 million
and stockholders� equity of $55.0 million. Coast anticipates
announcing its second quarter results on August 3, 2007. Coast was
advised by Sandler O�Neill & Partners, LP, in the transaction
and legal counsel was provided by Carlton Fields, P.A. Thompson
Coburn, LLP served as legal counsel to First Banks. In connection
with the proposed transaction, Coast will promptly file with the
Securities and Exchange Commission (the �Commission�) a Current
Report on Form 8-K, which will include the merger agreement and
related documents, and will also file with the Commission in the
near future a proxy statement. STOCKHOLDERS OF COAST ARE ENCOURAGED
TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED
WITH THE COMMISSION WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The proxy
statement will be sent to stockholders of Coast in connection with
the Coast�s solicitation of their adoption of the merger agreement
between Coast and First Banks. Once filed, investors and
stockholders will be able to obtain a free copy of that document
and other documents filed by Coast with the Commission at the
Commission�s website located at www.sec.gov. In addition, after it
is filed, the proxy statement also will be available from Coast by
contacting Coast Financial Holdings, Inc, 1301 - 6th Avenue, Suite
300, Bradenton, Florida 34205 Attention: Justin D. Locke, Secretary
(941) 752-5900 or by visiting the CFHI website at
www.coastbankflorida.com. This press release is neither a
solicitation of a proxy, nor an offer to purchase nor a
solicitation of an offer to sell shares of Coast. Coast is not
currently engaged in a solicitation of proxies of the security
holders of Coast. However, once a solicitation commences, the
directors, executive officers, and certain other members of
management of Coast may be soliciting proxies in favor of the
transaction from Coast�s stockholders. For information regarding
about these directors, executive officers, and other members of
management, please refer to Coast�s Annual Report on Form 10-K/A
filed on May 1, 2007, which is available at Coast�s website and on
the Commission�s website, and at the address provided in the
preceding paragraph. About First Banks, Inc.: First Banks,
headquartered in St. Louis, Missouri, is one of the largest
privately-held bank holding companies in the United States with
nearly $10.5 billion in assets at June 30, 2007. First Banks,
through its wholly owned subsidiary, First Bank, offers telephone
and internet banking, debit cards, brokerage services, employee
benefit and commercial and personal insurance services, remote
deposit, automated teller machines, safe deposit boxes, mortgage
banking, and trust, private banking and institutional money
management services. In addition to a broad array of deposit
products, including packaged accounts for more affluent customers,
and sweep accounts, lock-box deposits and cash management products
for commercial customers, First Banks also offers a broad menu of
loan products, including commercial, financial and agricultural
loans, real estate construction and development loans, commercial
real estate loans, small business lending, asset-based loans, trade
financing, insurance premium financing, residential real estate,
home equity and installment loans. About Coast Financial Holdings,
Inc.: Coast Financial Holdings, Inc. through its banking
subsidiary, Coast Bank of Florida (www.coastfl.com), operates 20
full-service banking locations in Manatee, Pinellas, Hillsborough
and Pasco counties, Florida. Coast Bank of Florida is a commercial
bank that provides full-service banking operations to its customers
from its headquarters location and from branch offices in
Bradenton, Longboat Key, Seminole, Dunedin, Clearwater, Kenneth
City, Brandon, St. Petersburg, Lutz, Largo and Pinellas Park. This
press release and other statements made or to be made by First
Banks� or Coast�s management may contain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
regarding the companies, the proposed merger and the effects of the
proposed merger on the companies. These statements include, but are
not limited to, statements relating to projections and estimates of
earnings, revenues, cost-savings, expenses, or other financial
items; statements of management�s plans, strategies, and objectives
for future operations, and management�s expectations as to future
performance and operations and the time by which objectives will be
achieved; statements concerning proposed new products and services;
and statements regarding future economic, industry, or market
conditions or performance. Forward-looking statements are typically
identified by words or phrases such as "believe," "expect,"
"anticipate," "project," and conditional verbs such as "may,"
"could," and "would," and other similar expressions or verbs. Such
forward-looking statements reflect management�s current
expectations, beliefs, estimates, and projections regarding either
of the companies, their industry and future events, and are based
upon certain assumptions made by their respective management teams.
These forward-looking statements are not guarantees of future
performance and necessarily are subject to risks, uncertainties,
and other factors (many of which are outside the control of the
companies that could cause actual results to differ materially from
those anticipated. These risks, uncertainties, and other factors
include, among others: changes in general economic or business
conditions, either nationally or in the states in which each of the
companies conduct operations, changes in the interest rate
environment, changes in the regulatory environment, and other risks
described in First Banks� Form 10-K for the fiscal year ended
December 31, 2006 and Coast�s Form 10-K for the year ended December
31, 2006, and as described from time to time by Coast or First
Banks in other reports filed by them with the Commission. With
respect to the proposed merger, additional risks include, but are
not limited to, the following factors: governmental approval of the
merger may not be obtained or adverse regulatory conditions may be
imposed in connection with governmental approvals of the merger;
the stockholders of Coast may fail to provide the required approval
to consummate the merger. Any forward-looking statement speaks only
to the date on which the statement is made, and the companies
disclaim any obligation to update any forward-looking statement,
whether as a result of new information, future events or otherwise.
If the companies do update any forward-looking statements, no
inference should be drawn that the companies will make additional
updates with respect to that statement or any other forward-looking
statements.
Coast Financial (NASDAQ:CFHI)
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