LEAWOOD, Kan., Sept. 7 /PRNewswire/ -- Gold Banc, (Nasdaq: GLDB),
announced today the Company has signed a definitive agreement to acquire
American Bancshares, Inc., (Nasdaq: ABAN), and its wholly-owned subsidiary,
American Bank, one of the largest independent community banks on the west
coast of Florida. Including other previously announced acquisitions, the deal
will increase Gold Banc's assets by 32 percent to over $2.0 billion and its
core deposits by 28 percent to more than $1.8 billion.
Gold Banc is one of the country's fastest growing financial services
organizations, using a network of community banks to deliver the full range of
financial products and services customers demand. Gold Banc applies a
rigorous set of financial and strategic criteria to execute transactions which
it believes will contribute significantly to shareholder value within a
specific timeframe.
Michael W. Gullion, Gold Banc Chairman and CEO, noted: "The addition of
American to the Gold Banc family highlights the fact that we're building a
financial services company, not just buying banks. Our balanced growth
strategy is to leverage internal growth through expanded product lines and
services across an ever-larger customer base. Over the last several years
we've broadened our management, expanded our products and services and built a
financial services infrastructure through strategic acquisitions in investment
management, insurance and trust services, in addition to acquiring community
banks. Our focus is on opportunities which offer a superior return on
invested capital -- those where our funds can be deployed most efficiently to
the benefit of our shareholders. The American acquisition meets these
criteria and is Gold's largest to date and our first in Florida, an
outstanding growth market. Specifically, this transaction:
1) Expands Gold's asset base by an order of magnitude to $2 billion while
effectively leveraging our capital, maintaining asset quality and
contributing to earnings potential while bolstering our ongoing shift
from rate-sensitive interest income toward non-interest or fee income;
2) Raises the percentage of Gold's assets in high-growth metropolitan
markets to 75 percent, further diversifies our regional presence and
adds ten locations in one of the most attractive banking markets in the
country and the nation's second fastest growing county over the last
ten years; and
3) Positions Gold at the forefront of providing financial services to this
key market's significant retiree asset base while giving us the
opportunity to preserve relationships with current and future Gold Banc
customers across the midwest and southwest who might otherwise move
deposits and assets to other institutions upon retirement and
relocation."
The total purchase price of the acquisition is approximately $91.4 million
in a stock-for-stock, tax-free exchange of American Bancshares common stock at
$18.18 per share. The purchase price does not include the options of American
Bancshares which are being converted into an equivalent amount of Gold Banc
options. The exchange ratio floats based on the average price for Gold Banc
common stock during the ten day trading period ending three days prior to
closing between $11.00 and $13.75. On September 3, 1999, the closing price on
the Nasdaq Stock Market for Gold Banc Common Stock was $11.875 per share.
Should the average price of Gold Banc common stock fall below $10.00 for a
specified period of ten trading days immediately prior to regulatory and
shareholder approval, American Bancshares can terminate the transaction.
American Bancshares currently has approximately 5.03 million common shares
outstanding, and Gold Banc has approximately 17.2 million common shares
outstanding.
The transaction will be accounted for as a pooling of interests and is
expected to be accretive to Gold Banc's earnings and yield savings of
approximately 25 to 30 percent in American's cost base. Completion of the
transaction is subject to the approval of the appropriate regulatory
authorities and the shareholders of both Gold Banc and American Bancshares.
The deal is expected to close in the first quarter of 2000.
American Bank Management Comments
J. Gary Russ, Chairman of American Bancshares, stated: "Our board of
directors is pleased to be joining the Gold Banc family and, in our judgment,
the terms of this transaction acknowledge the value of our franchise. As the
leading independent community bank on the west coast of Florida, the enhanced
financial leverage and operational strength of our combined organization will
enable us to deliver a broader range of financial services to customers and
extend our competitive lead in an excellent market."
Jerry L. Neff, President and CEO of American Bank, remarked: "Combining
forces with Gold Banc allows us to preserve the valuable relationships our
board members have built with local communities. This is a good strategic
partnership given our shared cultures of personalized service to individuals
and small business customers. Gold Banc's impressive range of financial
services is what community banks must deliver to remain competitive with the
increasing number of other financial services providers."
American Bank will continue to operate under that name with an ongoing
philosophy of personal attention, professional service and civic commitment.
Customer contact staff will remain intact and customers can expect to see the
same people they have come to know and trust each time they visit any American
Bank location.
Overview of American Bank
American Bancshares, Inc., a Florida corporation organized on June 30,
1995, is the bank holding company for its principal and wholly-owned
subsidiary American Bank. The company conducted its initial public offering
in February 1996. American Bank, founded in 1989, has grown rapidly to ten
locations and is now the largest independent bank in Manatee County, Florida,
based on asset size. American Bank attracts FDIC-insured deposits, and
focuses on providing relationship banking based on personal attention and
professional service, as well as maintaining exceptionally strong civic
commitments. Most of the bank's customers are small and medium-sized
businesses and individuals located in the west central coastal area of
Florida.
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 web site
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:
Keith E. Bouchey, Exec. V.P. - M&A, e-mail,
keithb@goldbanc.com, or Brian J. Ruisinger, Investor Relations,
e-mail, brianr@goldbanc.com, of Gold Banc, 913-451-8050; or
General Information, Mike Arneth, 312-640-6734,
marneth@frb.bsmg.com, Analysts-Investors, Paul Scheeler,
312-640-6742, pscheele@frb.bsmg.com, or Media Inquiries, Joyce
Hanson, 312-640-6756, or jhanson@frb.bsmg.com, all of The
Financial Relations Board
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