DENVER, March 17 /PRNewswire/ -- Union Bankshares, Ltd. (Nasdaq: UBSC) and
Gold Banc Corporation, Inc., (Nasdaq: GLDB) of Leawood, Kansas today announced
that they have mutually agreed to terminate their August 9, 1999 Agreement and
Plan of Reorganization due to unfavorable stock market conditions.
Union and Gold indicated that their respective Boards of Directors
concluded that the mutual termination of the merger agreement was in the best
interests of their respective stockholders. In connection with the
termination, the companies have entered into a termination agreement, whereby
they have agreed to release each other from any claims relating to the
proposed merger. Each company will bear its own expenses and neither party
will make any payment to the other.
"Gold Bank continues to be extremely impressed with the quality of Union's
management, assets and business plan, and wish them well in the future. We
regret market conditions, as they have affected the financial sector, preclude
our completing this transaction on a basis that would be accretive to our
shareholders. We are pleased, however, that Gold Banc continues to execute
and deliver on its plan for quality asset and earnings per share growth. We
are confident these factors will once again be reflected in our stock price,"
said Michael W. Gullion, Chairman and Chief Executive Officer of Gold Banc
Corporation, Inc.
Charles R. Harrison, Chief Executive Officer of Union stated,
"Unfortunately, the transaction no longer provides the intended value to our
stockholders. While we were hopeful that the market conditions would change,
allowing us the opportunity to consummate the merger, we are fully prepared
and indeed excited to operate our business on a stand-alone basis in order to
maximize the long term value for our stockholders. We continue to have high
regard for Gold Banc and wish it success in the future."
Union also announced today that its Board of Directors has authorized the
re-purchase of up to 200,000 shares of Union's outstanding common stock.
Union plans to purchase stock on the open market or through negotiated block
transactions from time to time based upon market and business conditions.
Union has approximately 2.4 million shares of common stock outstanding.
About Union Bankshares
Union Bankshares is a bank holding company whose principal asset is all of
the common stock of Union Bank & Trust; a state chartered commercial bank
located in Denver with six branches in the Denver Metropolitan area.
Union Bank & Trust has total assets of more than $351 million and
emphasizes relationship banking for small - to medium -sized business
customers.
About the Gold Banc Family
This announcement follows Gold Banc's recently completed acquisition of
CountryBanc Holding Company, Edmond, Oklahoma and First Business Bancshares,
Kansas City, Missouri. When considering these transactions in addition to the
acquisition of American Bancshares of Bradenton, Florida, which is to close
early next week, Gold will operate in four states with 70 financial service
locations. Gold's total assets are expected to increase to over $2.6 billion,
total deposits to over $2.0 billion and shareholders equity to over
$200 million.
Gold Banc is a multi-bank holding company that owns and operates a growing
family of community banks that offer innovative financial services including
traditional as well as on-line banking, investment management, securities
brokerage, insurance and trust services.
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 Corporation, Inc.
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Related links:
http://www.goldbanc.com
CONTACT:
Malcolm M. Aslin, President,
micka@goldbanc.com, or Keith E. Bouchey, EVP - M&A,
keithb@goldbanc.com, both of Gold Banc, 913-451-8050, or Bruce E.
Hall, Chief Financial Officer of Union, 303-298-5352, or General
Information, Todd Tarbox, 312-640-6742, or ttarbox@frb.bsmg.com,
or Media Inquiries, Joyce Hanson, 606-272-7322, or
hanson2000@aol.com, both of The Financial Relations Board
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