COLUMBIA, Md., July 26 /PRNewswire-FirstCall/ -- Columbia Bancorp (Nasdaq:
CBMD), based in Columbia, MD, today announced that it has signed a definitive
agreement to merge with Fulton Financial Corporation (Nasdaq: FULT), based in
Lancaster, Pennsylvania with assets of $12.1 billion. Columbia Bancorp's sole
banking subsidiary is The Columbia Bank, also based in Columbia.
Columbia Bancorp, with approximately $1.3 billion in assets, operates 19
full-service community banking offices and five retirement community banking
offices in Howard, Montgomery, Prince George's and Baltimore Counties as well
as Baltimore City.
John M. Bond, Jr., Chairman and CEO of Columbia Bancorp and Rufus A.
Fulton, Jr., Chairman and CEO of Fulton Financial Corporation made the merger
announcement jointly today.
"We are delighted to join the Fulton Financial family," said Bond. "As we
considered strategic alternatives, it became clear that a combination with
Fulton was the best choice. We share Fulton's corporate culture, we like the
way they operate their organization, and we appreciate Fulton's recognition of
our successes to date. We know that our ability to leverage the size and
strength of Fulton Financial while retaining our name, our board, our
employees and the ability to make decisions locally will benefit our
communities in the years to come. We also believe that our stockholders will
benefit from an opportunity to hold shares in a larger and more diversified
organization."
"We are very pleased that Columbia Bancorp has made the decision to join
Fulton Financial," said Fulton. "This transaction will be our third
acquisition in Maryland, and our largest acquisition to date. Thanks to the
hard work of its employees, The Columbia Bank enjoys the largest market share
(16.62%) in Howard County, Maryland and has been very successful in other
markets as well. The Columbia Bank market area is geographically central to
our existing franchise in Pennsylvania, New Jersey, Delaware, Maryland and
Virginia."
Fulton Financial will acquire all issued and outstanding shares of common
stock of Columbia Bancorp. According to the merger agreement, each share of
Columbia Bancorp common stock outstanding at the time of the merger will be
exchanged for a combination of Fulton Financial common stock and cash based on
a "cash election merger" structure.
Each Columbia Bancorp stockholder will have the ability to elect to
receive 100% of the merger consideration in FFC stock, 100% in cash, or a
combination of FFC stock and cash. Their elections will be subject to
prorating to achieve a result where, at a minimum, 20% and, at a maximum, 50%
of Columbia Bancorp's outstanding shares will be converted into the cash
consideration. Those shares of Columbia Bancorp's stock that will be
converted into FFC stock would be exchanged based on a fixed exchange ratio of
2.325 shares of FFC stock for each share of Columbia Bancorp's stock. Those
shares of Columbia Bancorp stock that will be converted into cash will be
converted into $42.48 per share of Columbia Bancorp stock.
Based on the $18.49 per share closing price of Fulton Financial stock
today, July 26, 2005, and the minimum cash consideration, the transaction is
valued at approximately $313 million. As of June 30, Columbia Bancorp had
approximately 6.9 million shares of common stock outstanding. The price
represents a multiple of 3.42 times Columbia Bancorp's common stockholders'
equity as of June 30, 2005. The price equates to 21.0 times Columbia
Bancorp's trailing 12-month earnings per share as of June 30, 2005.
The acquisition is subject to approval by the Federal Reserve, the
Maryland Commissioner of Financial Regulation and by Columbia Bancorp
shareholders. It is expected to close in the first quarter of 2006.
Upon completion of its acquisition of Columbia Bancorp, Fulton Financial
Corporation intends to retain The Columbia Bank as a separate subsidiary. Mr.
Bond will remain Chairman and CEO. John A. Scaldara, Jr., currently President
and COO, will continue to serve in this capacity after the merger. The
current board of The Columbia Bank will remain after completion of the
transaction, and it is anticipated that Mr. Bond will join the Board of
Directors of Fulton Financial Corporation.
Fulton Financial Corporation operates 232 banking offices in Pennsylvania,
Maryland, Delaware, New Jersey and Virginia through the following affiliates:
Fulton Bank, Lancaster, PA; Lebanon Valley Farmers Bank, Lebanon, PA;
Swineford National Bank, Middleburg, PA; Lafayette Ambassador Bank, Easton,
PA; FNB Bank, N.A., Danville, PA; Hagerstown Trust, Hagerstown, MD; Delaware
National Bank, Georgetown, DE; The Bank, Woodbury, NJ; The Peoples Bank of
Elkton, Elkton, MD, Skylands Community Bank, Hackettstown, NJ; Premier Bank,
Doylestown, PA; Resource Bank, Virginia Beach, VA; First Washington State
Bank, Windsor, NJ and Somerset Valley Bank, Somerville, NJ.
Fulton Financial Corporation's financial services affiliates include
Fulton Financial Advisors, N.A., Lancaster, PA; Fulton Insurance Services
Group, Inc., Lancaster, PA; and Dearden, Maguire, Weaver and Barrett, LLC,
West Conshohocken, PA.
Residential mortgage lending is offered through Fulton Mortgage Company
and Resource Mortgage.
Additional information on Fulton Financial Corporation is available on the
Internet at http://www.fult.com. Additional information on Columbia Bancorp
can be found at http://www.thecolumbiabank.com.
Columbia Bancorp and its officers and directors may be deemed to be
participants in the solicitation of proxies from Columbia Bancorp's
stockholders with respect to the transactions contemplated by the merger
agreement. Information regarding Columbia Bancorp's named executive officers
and directors is included in Columbia Bancorp's Proxy Statement for its 2005
Annual Meeting, filed with the SEC on March 16, 2005. Columbia Bancorp's 2005
Proxy Statement also discloses the interests of such officers and directors in
the event of an acquisition of Columbia Bancorp (including, among other
things, the acceleration of certain benefits or rights upon a "change-in-
control"). Columbia Bancorp's Annual Report on Form 10-K, filed with the SEC
on March 15, 2005, also contains disclosures concerning agreements with
Columbia Bancorp's officers. Columbia Bancorp's 2005 Proxy Statement and
Annual Report on Form 10-K are each available free-of-charge at the SEC's web
site at http://www.sec.gov and from Columbia Bancorp upon request.
John M. Bond, Jr., Chairman and CEO of Columbia Bancorp and The Columbia
Bank, and John A. Scaldara, Jr., President and COO of Columbia Bancorp and The
Columbia Bank, have entered into employment agreements with The Columbia Bank
that become effective upon completion of the merger. As of the date of this
news release, Columbia Bancorp is not aware of any director or officer who
beneficially owns in excess of 5% of Columbia Bancorp common stock, except as
disclosed in its 2005 Proxy Statement.
Safe Harbor Statement:
Except for historical information contained herein, the matters discussed
in this release are forward-looking statements. Investors are cautioned that
all forward-looking statements involve risks and uncertainty, including
without limitation, the ability to achieve anticipated merger related
operational efficiencies, the ability to enhance revenues through increased
market penetration, expanded lending capacity and product offerings and other
risks detailed from time to time in Fulton's and Columbia Bancorp's SEC
filings, including Forms 10-Q and 10-K (copies of which are available from
Fulton without charge in hard copy or online at http://www.sec.gov). Fulton
and Columbia Bancorp disclaim any intention or obligation to publicly update
or revise any forward-looking statements, whether as a result of events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
Additional Information and Where to Find It:
It is expected that Fulton will file a Registration Statement on Form S-4,
that Fulton and Columbia Bancorp will file a Proxy Statement/Prospectus with
the SEC in connection with the proposed transaction, and that Columbia Bancorp
will mail the Proxy Statement/Prospectus to stockholders of Columbia Bancorp
containing information about the merger. Investors and security holders are
urged to read the Registration Statement and the Proxy Statement/Prospectus
carefully when they are available. The Registration Statement and the Proxy
Statement/Prospectus will contain important information about Fulton, Columbia
Bancorp, the acquisition of Columbia Bancorp by Fulton, the persons soliciting
proxies relating to the merger, their interests in the merger and related
matters. Investors and security holders will be able to obtain free copies of
these documents through the website maintained by the SEC at
http://www.sec.gov. Free copies of the Proxy Statement/Prospectus and these
other documents may also be obtained from Fulton by directing a request to
George R. Barr, Secretary, at (717) 291-2411 or from Columbia Bancorp by
directing a request to John A. Scaldara, Jr., President and COO, at 410-423-
8012.
In addition to the Registration Statement and the Proxy
Statement/Prospectus, Fulton and Columbia Bancorp file annual, quarterly and
special reports, proxy statements and other information with the SEC. You may
read and copy any reports, statements or other information at the SEC public
reference room in Washington, D.C. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms. Fulton's and Columbia
Bancorp 's filings with the SEC are also available to the public from
commercial document-retrieval services and at the web site maintained by the
SEC at http://www.sec.gov.
SOURCE Columbia Bancorp
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Related links:
http://www.thecolumbiabank.com
http://www.fult.com
Company News On-Call:
http://www.prnewswire.com/comp/127921.html
CONTACT:
John M. Bond, Jr., Chairman and CEO,
+1-410-423-8010, or John A. Scaldara, Jr., President and COO,
+1-410-423-8012
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