WINTER HAVEN, Fla. and
BIRMINGHAM, Ala., Nov. 26, 2018 /PRNewswire/ -- CenterState Bank
Corporation (Nasdaq-GS: CSFL) ("CenterState" or the "Company") and
National Commerce Corporation (Nasdaq: NCOM) ("National Commerce"),
jointly announced today the signing of a definitive agreement
pursuant to which National Commerce will merge with and into
CenterState in an all-stock transaction. This combination of
two high-performing banks will create a leading Southeastern
regional bank, with branches in Florida, Georgia and Alabama. As of September 30, 2018 and excluding purchase
accounting, the combined company has pro forma total assets of
$16.4 billion, gross loans of
$11.5 billion, deposits of
$12.8 billion and a market
capitalization of approximately $3.2
billion. Over 75% of the pro forma deposit base will
be in Florida.
Upon completion of the merger, Richard
Murray, IV, Chairman and Chief Executive Officer of National
Commerce, will join CenterState as Chief Executive Officer of the
Company's wholly-owned bank subsidiary, CenterState Bank, N.A., and
William E. Matthews, V, President
and Chief Financial Officer of National Commerce, will join
CenterState as Chief Financial Officer of both the bank and the
holding company.
"We have enjoyed a nineteen year business relationship with
Richard, Will and other members of the National Commerce team that
confirms our cultural alignment," said John
Corbett, President & Chief Executive Officer of
CenterState. "This partnership not only strengthens our management
team, but it also deepens our franchise in our core markets of
Orlando, Tampa, Jacksonville, and Atlanta. We are also
excited to welcome a seasoned team of Alabama bankers with a proven record of
success."
"For years, we have had great respect and admiration for
CenterState and we are thrilled to play an important role in
helping build upon our common culture and values," noted
Richard Murray. "This
partnership enables National Commerce stockholders to benefit from
accelerating growth and capitalizing on opportunities in our
markets. By joining up and joining in with the CenterState
team, together we will realize benefits it would have taken
us years to accomplish independently."
Subject to the terms of the merger agreement, National Commerce
stockholders will receive 1.65 shares of CSFL common stock for each
outstanding share of National Commerce common stock. Each
outstanding option to purchase shares of National Commerce common
stock will be assumed by CenterState and become an option to
purchase shares of CenterState common stock, with the exercise
price and number of shares underlying the option adjusted to
reflect the exchange ratio of 1.65. Based on CSFL's stock
price of $24.25 as of November 23, 2018, this equates to a per share
value of $40.01 and an aggregate
transaction value of $850.4
million. Additionally, three National Commerce
directors will join both the Company board and the CenterState Bank
board and one additional director will join the CenterState Bank
board.
The transaction is expected to result in mid-single-digit EPS
accretion on a fully phased in basis and limited tangible book
value dilution, expected to be earned back in approximately two
years.
The merger agreement has been unanimously approved by the board
of directors of each of National Commerce and
CenterState. Completion of the merger is subject to
customary closing conditions, including receipt of required
regulatory approvals and the approval by the stockholders of both
National Commerce and CenterState. The transaction is
expected to close in the 2nd quarter of 2019.
Raymond James & Associates,
Inc. served as financial advisor and Nelson
Mullins Riley and Scarborough LLP served as legal counsel to
CenterState in the transaction. Keefe, Bruyette & Woods,
Inc. served as financial advisor and Maynard Cooper & Gale, P.C. served as legal
counsel to National Commerce in the transaction.
Conference Call Information
CenterState will host a
conference call on November 26th at
9:00 a.m. EDT. The conference call
can be accessed by dialing 1-866-393-0571. The conference ID
passcode is 8177937. There will also be a live webcast of this call
available by visiting the link on CenterState's website at
www.centerstatebanks.com. The slide presentation will also be
available through a separate link on CenterState's website. A
replay of the call will be available after the close of business on
November 26, 2018 on the Investor
Relations page of CenterState's website,
www.centerstatebanks.com.
About CenterState
CenterState operates as one of the
largest community bank franchises headquartered in the state of
Florida. Both the Company and its nationally chartered bank
subsidiary are based in Winter Haven,
Florida, between Orlando
and Tampa. With over $12
billion in assets, the Bank provides traditional retail,
commercial, mortgage, wealth management and SBA services throughout
its Florida, Georgia, and Alabama branch network and customer
relationships in neighboring states. The Bank also has a
national footprint, serving clients coast to coast through its
correspondent banking division. For additional information,
contact John C. Corbett (CEO),
Stephen D. Young (COO) or
Jennifer Idell (CFO) at
863-293-4710.
About National Commerce Corporation
National Commerce
Corporation (Nasdaq: NCOM), a Delaware corporation, is a financial holding
company headquartered in Birmingham,
Alabama. Its wholly-owned subsidiary, National Bank of
Commerce, provides a broad array of financial services for
commercial and consumer customers through seven full-service
banking offices in Alabama,
twenty-five full-service banking offices in Florida and five full-service banking offices
in the Atlanta, Georgia metro
area. National Bank of Commerce conducts business under a number of
trade names unique to its local markets, including United Legacy
Bank, Reunion Bank of Florida,
Private Bank of Buckhead, Private Bank of Decatur, PrivatePlus Mortgage, Patriot Bank,
FirstAtlantic Bank, Premier Community Bank of Florida and First Landmark Bank. Additionally,
National Bank of Commerce owns a majority stake in Corporate
Billing, LLC, a transaction-based finance company headquartered in
Decatur, Alabama that provides
factoring, invoicing, collection and accounts receivable management
services to transportation companies and automotive parts and
service providers throughout the United
States and parts of Canada.
National Commerce Corporation files periodic reports with the U.S.
Securities and Exchange Commission (the "SEC"). Copies of its
filings may be obtained through the SEC's website at www.sec.gov or
at www.nationalbankofcommerce.com. More information about National
Commerce Corporation and National Bank of Commerce may be obtained
at www.nationalbankofcommerce.com.
Forward Looking Statements:
Information in
this press release, other than statements of historical facts, may
constitute forward-looking statements, within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements
include, but are not limited to, statements about the benefits of
the proposed merger of CenterState and National Commerce, including
future financial and operating results (including the anticipated
impact of each of the transactions on CenterState's earnings and
tangible book value), statements related to the expected timing of
the completion of the National Commerce merger, the combined
company's plans, objectives, expectations and intentions, and other
statements that are not historical facts. Forward-looking
statements may be identified by terminology such as "may," "will,"
"should," "scheduled," "plans," "intends," "anticipates,"
"expects," "believes," estimates," "potential," or "continue" or
negatives of such terms or other comparable terminology. All
forward-looking statements are subject to risks, uncertainties and
other facts that may cause the actual results, performance or
achievements of CenterState or National Commerce to differ
materially from any results expressed or implied by such
forward-looking statements. Such factors include, among others,
(1) the risk that the cost savings and any revenue synergies
from the National Commerce merger may not be realized or take
longer than anticipated to be realized, (2) disruption from
the National Commerce merger with customers, suppliers, employee or
other business partners, (3) the occurrence of any event,
change or other circumstances that could give rise to the
termination of the National Commerce merger agreement, (4) the
risk of successful integration of National Commerce's businesses
into CenterState, (5) the failure to obtain the necessary
approvals by the stockholders of National Commerce or CenterState,
(6) the amount of the costs, fees, expenses and charges
related to the merger, (7) the ability by CenterState to
obtain required governmental approvals of the National Commerce
merger, (8) reputational risk and the reaction of each
company's customers, suppliers, employees or other business
partners to the merger, (9) the failure of the closing
conditions in the merger agreement to be satisfied, or any
unexpected delay in closing the merger, (10) the risk that the
integration of National Commerce's operations into the operations
of CenterState will be materially delayed or will be more costly or
difficult than expected, (11) the possibility that the merger
may be more expensive to complete than anticipated, including as a
result of unexpected factors or events, (12) the dilution
caused by CenterState's issuance of additional shares of its common
stock in the merger transaction, and (13) general competitive,
economic, political and market conditions. Additional factors which
could affect the forward looking statements can be found in
CenterState's Annual Report on Form 10-K, Quarterly Reports on Form
10-Q, and Current Reports on Form 8-K, or National Commerce's
Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and
Current Reports on Form 8-K, in each case filed with the SEC and
available on the SEC's website at http://www.sec.gov.
CenterState and National Commerce disclaim any obligation to update
or revise any forward-looking statements contained in this
communication, which speak only as of the date hereof, whether as a
result of new information, future events or otherwise.
Additional Information About the National Commerce Merger and
Where to Find It
CenterState intends to file a registration
statement on Form S-4 with the SEC to register the shares of
CenterState's common stock that will be issued to National
Commerce's stockholders in connection with the transaction. The
registration statement will include a joint proxy statement of
CenterState and National Commerce and a prospectus of CenterState.
A definitive joint proxy statement/prospectus will be sent to the
stockholders of each of CenterState and National Commerce in
connection with the proposed merger transaction. INVESTORS
AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT,
AND JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE (AND
ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE
TRANSACTION OR INCORPORATED BY REFERENCE INTO THE JOINT PROXY
STATEMENT/PROSPECTUS) BECAUSE SUCH DOCUMENTS WILL CONTAIN IMPORTANT
INFORMATION REGARDING THE PROPOSED MERGER TRANSACTION. Investors
and security holders may obtain free copies of these documents and
other documents filed with the SEC on its website at www.sec.gov.
Investors and security holders may also obtain free copies of the
documents filed with the SEC by CenterState on its website at
www.centerstatebanks.com and by National Commerce on its website at
www.nationalbankofcommerce.com.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. Before making any voting or investment
decision, investors and security holders of CenterState and
National Commerce are urged to read carefully the entire
registration statement and joint proxy statement/prospectus when
they become available, including any amendments thereto, because
they will contain important information about the proposed
transaction. Free copies of these documents may be obtained as
described above.
CenterState, National Commerce and certain of their directors
and executive officers may be deemed participants in the
solicitation of proxies from the stockholders of each of National
Commerce and CenterState in connection with the merger.
Information regarding the directors and executive officers of
CenterState and National Commerce and other persons who may be
deemed participants in the solicitation of the stockholders of
National Commerce or of CenterState in connection with the merger
will be included in the joint proxy statement/prospectus for
National Commerce's special meeting of stockholders, and
CenterState's special meeting of stockholders, which will be filed
by CenterState with the SEC. Information about the directors and
officers of CenterState and their ownership of CenterState common
stock can also be found in CenterState's definitive proxy statement
in connection with its 2018 annual meeting of stockholders, as
filed with the SEC on March 12, 2018,
and other documents subsequently filed by CenterState with the SEC.
Information about the directors and officers of National Commerce
and their ownership of National Commerce common stock can also be
found in National Commerce's definitive proxy statement in
connection with its 2018 annual meeting of stockholders, as filed
with the SEC on April 20, 2018, and
other documents subsequently filed by National Commerce with the
SEC. Additional information regarding the interests of such
participants will be included in the proxy statement/prospectus and
other relevant documents regarding the merger filed with the SEC
when they become available.
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SOURCE CenterState Bank Corporation