City Holding Company and Classic Bancshares, Inc. Announce Merger
2004年12月30日 - 7:26AM
PRニュース・ワイアー (英語)
City Holding Company and Classic Bancshares, Inc. Announce Merger
CHARLESTON, W.Va., Dec. 29 /PRNewswire-FirstCall/ -- City Holding
Company (Cross Lanes, West Virginia) (NASDAQ:CHCO) and Classic
Bancshares, Inc. (Ashland, Kentucky) (NASDAQ:CLAS) announced today
the execution of a definitive agreement for City Holding to acquire
Classic and its wholly-owned subsidiary, Classic Bank. Classic is a
$340 million commercial bank that operates ten full-service
branches located in Boyd, Carter, Greenup and Johnson Counties in
Kentucky and Lawrence County in Ohio. City Holding and Classic
anticipate that the transaction will be completed in the second
quarter of 2005, pending regulatory approvals, the approval of the
shareholders of Classic and completion of other customary closing
conditions. The directors of Classic have agreed to vote their
shares in favor of the merger. Under the terms of the agreement,
shareholders of Classic will receive .9624 shares of City common
stock (valued at $35.42, based on City's December 28, 2004 closing
price of $36.80 per share), and $11.08 in cash for each share of
Classic common stock owned by them. Additionally, Classic has
agreed to sell or have repaid a $4 million performing commercial
loan prior to the closing date of the transaction, and has further
agreed that if that loan is sold or repaid for less than its legal
balance, shareholders of Classic will receive a proportionate
reduction in the cash received. While Classic management believes
the loan will be sold or repaid for its legal balance, the cash
received by shareholders in the merger could range between $9.47
and $11.08 per share depending on the results of the sale or
repayment of the loan. The total transaction value is estimated at
$77.4 million (assuming that outstanding stock options for 109,435
shares held by directors of Classic will be cashed out at the
difference between the merger consideration and the exercise price
of the options and stock options for 210,385 shares will be
exercised prior to the closing). "We are very pleased that Classic
has chosen to partner with City Holding Company," stated Gerald R.
Francis, President, Chairman and Chief Executive Officer of City.
"Classic is the perfect institution to enable us to strengthen our
retail and business presence in the Huntington/Ashland MSA and
surrounding areas. We look forward to working with the staff at
Classic to grow in the markets of Boyd, Greenup, Carter and Johnson
Counties, Kentucky and Lawrence County, Ohio." The merger of City
and Classic solidifies City's market share in the important
Huntington/ Ashland MSA. City currently is the fourth largest
banking institution in the MSA while Classic is the 11th largest.
On a combined basis, City will become the largest banking franchise
in this $3.5 billion market with deposits of $361 million, 14
branches and 23 ATMs. "We are thrilled to be joining such an
excellent organization," said David B. Barbour, President and Chief
Executive Officer of Classic. "City has a solid track record of
delivering quality services and products to its customers while
achieving extraordinary results for its shareholders. They have
culture that completely fits our community banking model and we
share the same core values of dedication to our customers,
employees and community." Keefe Bruyette & Woods, Inc. served
as financial advisor to Classic and RBC Capital Markets served as
financial advisor to City. Ernst-Webb LLC served as integration
Consultants for the business combination. Luse Gorman Pomerenk
& Schick, P.C., served as legal advisor to Classic. Barnes
& Thornburg LLP served as legal advisor to City. About City
Holding Company City is a $2.2 billion diversified financial
holding company with its headquarters in Cross Lanes, West
Virginia. The company operates 56 branch locations and 64 ATMs
serving communities across West Virginia and Ohio. City Holding
Company was named by Forbes magazine as the top performing bank in
one-year price appreciation in 2002. For a second consecutive year,
City made the American Banker Association's (ABA) Top Performer
list, which ranks the performance of domestic institutions with
assets over $1 billion, based on return on average equity for the
previous year. City Holding Company is ranked 14th on the ABA's
2004 list, with a 2003 return on average equity of 24.5%. City is
located on the web at http://www.cityholding.com/ . About Classic
Bancshares, Inc. Classic Bancshares, Inc. is the holding company of
Classic Bank. Classic operates a network of 10 branches located in
Boyd, Carter, Greenup and Johnson Counties in Kentucky and Lawrence
County in Ohio. Classic is located on the web at
http://www.classicbank.com/ . Statements contained in this press
release that are not historical facts may constitute
forward-looking statements (within the meaning of Section 21E of
the Securities Exchange Act of 1934, as amended), which involve
significant risks and uncertainties. The companies intend such
forward-looking statements to be covered in the Private Securities
Litigation Reform Act of 1995, and are including this statement for
purposes of invoking these safe harbor provisions. The companies'
ability to predict results or the actual effect of future plans or
strategies is inherently uncertain and involves a number of risks
and uncertainties, some of which have been set forth in the
companies' most recent annual reports on Form 10-K or Form 10-KSB,
which disclosures are incorporated by reference herein and which
also include the risk that Classic will be unable to sell or have
repaid the $4 million commercial loan described above for its legal
balance. The fact that there are various risks and uncertainties
should be considered in evaluating forward-looking statements and
undue reliance should not be placed on such statements. City will
be filing a Registration Statement on Form S-4 concerning the
merger with the Securities and Exchange Commission ("SEC"), which
will include a proxy statement/prospectus that will be mailed to
Classic's shareholders. WE URGE INVESTORS TO READ THESE DOCUMENTS
BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors will be able
to obtain the documents free of charge, when filed, at the SEC's
website, http://www.sec.gov/. In addition, documents filed with the
SEC by City will be available free of charge from the Secretary of
City at 25 Gatewater Road, Cross Lanes, West Virginia 25313,
telephone (304) 769-1112. Documents filed with the SEC by Classic
will be available free of charge from the Secretary of Classic at
344 17th Street, P.O. Box 1527, Ashland, Kentucky, 41105, telephone
(606) 326-2800. CLASSIC shareholders SHOULD READ THE PROXY
STATEMENT/PROSPECTUS CAREFULLY BEFORE MAKING A DECISION CONCERNING
THE MERGER. Copies of all recent proxy statements and annual
reports are also available free of charge from the respective
companies by contacting the company secretary. Classic and its
directors and executive officers may be deemed to be participants
in the solicitation of proxies to approve the merger. INFORMATION
ABOUT THE PARTICIPANTS MAY BE OBTAINED THROUGH THE SEC'S WEBSITE
FROM THE DEFINITIVE PROXY STATEMENT FILED WITH THE SEC ON JULY 22,
2004, WITH RESPECT TO CLASSIC. Additional information regarding the
interests of the participants may be obtained by reading the proxy
statement/prospectus regarding the merger when it becomes
available. DATASOURCE: City Holding Company CONTACT: Gerald R.
Francis, Chairman, President and CEO of City Holding Company,
+1-304-769-1101; or David B. Barbour, President and CEO of Classic
Bancshares, Inc., +1-606-326-2828 Web site:
http://www.cityholding.com/
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