KEY POINTS
-- CountryBanc Holding Company, Edmond, Okla. -- ($449 million in assets)
changed from fixed shares to a fixed value and eliminated its option to
walkaway
-- First Business Bancshares of Kansas City, Mo. -- (First Business Bank,
N.A. with $125 million in assets) changed from a variable share amount
approximating 2.65 million shares to a fixed 2.75 million shares and
eliminated its option to walkaway.
-- American Bancshares, Inc., Bradenton, Fla. (Nasdaq: ABAN) --
($471 million in assets) changed its option to walkaway from $10.00 to
$9.25 with the issuance of no additional shares.
LEAWOOD, Kan., Jan. 26 /PRNewswire/ -- Gold Banc, (Nasdaq: GLDB),
announced today the signing of several amendments to previously announced
definitive agreements to acquire three community banking companies located in
Oklahoma, Kansas City, Mo. and Florida. The amendments were designed to
adjust certain terms of the transactions to reflect current market conditions
and strengthen the likelihood of the transactions closing.
Michael W. Gullion, Gold Banc Chairman and CEO said, "We continue to build
one of the country's fastest growing franchises in community banking and
financial services. With these three transactions, we are solidifying Gold's
community banking presence in Oklahoma, positioning ourselves to move more
forcefully into Missouri, and gaining a superb community banking operation in
Florida that will provide us a strong platform for future growth and
diversification. We are especially excited to expand our cross-selling
opportunity for Gold's full range of financial services, which include
investments, insurance, mortgage and trust services."
Overview of CountryBanc Holding Company
CountryBanc is based in Edmond, Oklahoma, which is part of the largest and
fastest growing market in the Oklahoma City metropolitan area. Completion of
the transaction is subject to the approval of the appropriate regulatory
authorities and the shareholders of both Gold Banc and CountryBanc. The
CountryBanc option of a $9.50 walkaway provision has been eliminated. Closing
is expected to occur in March 2000.
The total value of the CountryBanc acquisition is now fixed at
$75.7 million in a stock-for-stock, tax-free exchange. Based on Gold Banc's
$9.00 closing stock price yesterday, the exchange ratio equates to
8.35 million shares of Gold Banc's common stock compared to the original
agreement of 7.97 million shares offered for all CountryBanc shares. The
fixed value represents approximately 1.5 times book value as well as a
favorable 2000 earnings multiple in the range of 8 to 8.5 times and is
immediately accretive to earnings in the double-digit range. The shares of
CountryBanc are not publicly traded.
Overview of First Business Bank of Kansas City, N.A.
First Business Bank of Kansas City, N.A., the banking subsidiary of First
Business Bancshares of Kansas City, is located in the heart of Kansas City's
popular Country Club Plaza and serves a strong small business market. First
Business Bank will immediately become a part of the Gold Bank network in the
Kansas City area and bring additional marketing and management depth.
Completion of the transaction is subject to the approval of the
shareholders of both Gold Banc and First Business. The First Business option
of a $10.50 walkaway provision has been eliminated. Closing is expected to
occur in March 2000.
The total purchase price of the First Business acquisition is
approximately $24.7 million in a stock-for-stock, tax-free exchange based on
yesterday's $9.00 closing price for Gold Banc's common stock. The exchange
ratio is now fixed at 2.75 million shares of Gold Banc common stock compared
to a range of approximately 2.65 million shares previously. As an in-market
transaction, the merger should be slightly accretive to earnings in 2000. The
shares of First Business are not publicly traded.
Overview of American Bancshares, Bradenton, Florida
American Bancshares, Inc. and its wholly-owned subsidiary, American Bank,
is one of the largest independent community banks on the west coast of
Florida. Most of the bank's customers are small- and medium-sized businesses
in and around Manatee County, Florida, one of the nation's fastest growing
counties over the past 10 years. This market will enhance Gold Banc's future
internal growth prospects.
Completion of the transaction is subject to approval of the shareholders
of both Gold Banc and American. The American option of a $10.00 walkaway
provision has been lowered to $9.25 under the terms of the revised agreement.
Closing is expected to occur in March 2000.
The total purchase price of American is approximately $78.0 million in a
stock-for-stock, tax-free exchange based on a Gold Banc stock price of $9.25.
The transaction value for American now represents approximately 2.7 times book
value as well as a 2000 earnings multiple in the range of 12 to 13 times, and
should be slightly accretive within 12 months from the date of closing.
Including the previously announced Colorado acquisition where there has
been no changes to the originally announced agreement, these transactions will
increase Gold Banc's assets to approximately $2.8 billion, from $1.4 billion
on December 31, 1999, and its core deposits to more than $2.4 billion, from
$1.1 billion.
Safe Harbor Statement
This news release contains comments or information that constitute
forward-looking statements (within the meaning of the Private Securities
Litigation Reform Act of 1995), which involve significant risks and
uncertainties. Actual results may differ materially from the results
discussed in the forward-looking statements. Factors that might cause such a
difference include, but are not limited to: (1) expected cost savings from
acquisitions cannot be fully realized or realized within the expected time
frame; (2) revenues following the merger are lower than expected; (3)
competitive pressures among depository institutions increase significantly;
(4) costs or difficulties related to the integration of the business of the
organizations are greater than expected; (5) changes in the interest rate
environment reduce interest margins; (6) general economic conditions, either
nationally or in states in which the combined company will be doing business,
are less favorable than expected; and (7) legislation or regulatory changes
adversely affect the businesses in which the combined company would be
engaged.
For more information on Gold Banc toll-free via fax, simply dial
1-800-PRO-INFO, follow the voice menu prompts and enter the company code
"GLDB" on any touch tone phone, or visit the Gold Banc page on FRB's website
at http://www.frbinc.com
Visit Gold Banc at http://www.goldbanc.com
SOURCE Gold Banc
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Related links:
http://www.goldbanc.com
CONTACT:
Malcolm A. Aslin, President & COO,
micka@goldbanc.com , or J. Craig Peterson, Exec. V.P. & CFO,
craigp@goldbanc.com , or Keith E. Bouchey, Exec. V.P. - M&A,
keithb@goldbanc.com , all of Gold Banc, 913-451-8050; or
Analysts-Investors, Paul Scheeler, 312-640-6742, or
pscheele@frb.bsmg.com , or Media Inquiries, Joyce Hanson,
312-640-6756, hanson2000@aol.com , both of FRB
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