WEST PALM BEACH, Fla., Sept. 22 /PRNewswire-FirstCall/ -- Fidelity
Bankshares, Inc., the holding company for Fidelity Federal Bank & Trust
(Nasdaq: FFFL), and First Community Bancorp, Inc. ("First Community") jointly
announced today the signing of a definitive agreement in which Fidelity,
headquartered in West Palm Beach, Florida will acquire First Community in an
exchange of cash and stock. First Community, headquartered in Pahokee,
Florida, operates First Community Bank of Palm Beach County, a Florida state-
chartered bank with five offices in Palm Beach County.
The transaction, approved by the directors of both companies, is valued at
approximately $27.1 million. The total value at closing may rise or fall
based on the per share price of Fidelity common stock prior to closing. Under
the terms of the agreement, stockholders of First Community will be entitled
to receive cash of $14.75 per share and 0.3937 shares of Fidelity common stock
for each share of First Community owned. First Community stock options will
be cashed out for the in-the-money value of such options. Fidelity will pay
an aggregate of approximately $14.0 million in cash and issue approximately
350,000 shares of its common stock.
Vince A. Elhilow, Fidelity's Chairman, President and Chief Executive
Officer, commented "First Community is a great fit for us. This transaction
makes good financial and strategic sense for Fidelity. This is a fast growing
company with an excellent core deposit base. First Community employees are
firmly committed to the same philosophy of service quality as Fidelity."
The combination will give Fidelity an additional $146 million of low-cost
core deposits in the eastern and western portions of the demographically
attractive Palm Beach County in Florida. Of the low-cost deposits acquired
from First Community, 34.0% are non-interest bearing deposits while only 4.8%
are jumbo CD's (13.2% total certificates of deposit), resulting in a premium
to core deposits paid of 12.0%. This transaction will increase Fidelity's
market share in Palm Beach County to 8.5%.
First Community had total assets of $163 million, deposits of
$146 million, loans of $94 million and stockholders' equity of $11 million as
of June 30, 2004. First Community presently operates five banking offices in
the towns of Pahokee, Belle Glade, Wellington, Royal Palm Beach, and
Loxahatchee, Florida.
Dale W. Morris, Chairman, President and Chief Executive Officer of First
Community, stated, "We are extremely pleased to be combining with an
organization with such a rich history and commitment to customer service and
community banking. We feel in our merger with Fidelity that we are not only
able to create value for our shareholders, but also retain, and even enhance,
the customer service ideal that has for so long been the cornerstone of our
existence."
It is anticipated that the merger will close in the first quarter of 2005
and is conditioned upon receiving the requisite regulatory approvals and First
Community shareholder approval. In connection with the merger, First
Community Bank of Palm Beach County will merge into Fidelity Federal Bank &
Trust. The transaction is expected to be accretive to earnings in the first
year by $0.09 per share.
Ryan Beck & Co. served as exclusive financial advisor to Fidelity
Bankshares, Inc. in the transaction, and Luse Gorman Pomerenk & Schick, P.C.
served as legal advisor. Austin Associates, LLC served as exclusive financial
advisor to First Community Bancorp, Inc. in the transaction, and Werner &
Blank served as legal advisor.
Fidelity will host a conference call for investors, analysts and other
interested parties on Wednesday, September 22, 2004 at 10:00 A.M. EST to
discuss the transaction. All interested parties are welcome to access the
conference call by dialing (800) 441-0022, passcode Fidelity. Participants
are asked to call in a few minutes prior to the call in order to register for
the event. Fidelity has prepared an investor presentation to accompany the
audio call. This presentation will be available on Wednesday, September 22,
2004 after 8:30 A.M., Eastern Standard Time. The presentation can be accessed
on Fidelity's website at http://www.fidelityfederal.com click on Fidelity
Bankshares, then view the presentation in the Investor relations section. A
replay of the call will be available until Wednesday, September 29, 2004 by
calling (800) 839-0860, pass code 1060.
Fidelity Bankshares, Inc. is the holding company parent of Fidelity
Federal Bank & Trust (the "Bank"). The primary activities of the Bank are to
gather deposits from the general public and to invest the resulting funds,
plus those derived from borrowings, capital initiatives and operations, in
loans and investment securities. The Company's loan portfolio consists of
loans secured primarily by residential real estate and commercial real estate.
The investment portfolio primarily consists of debt securities and mortgage-
backed securities issued by the United States Government and United States
Government Agencies. Headquartered in West Palm Beach, Florida, Fidelity
operates 43 full-service banking branches and four loan production offices
throughout the Florida counties of Palm Beach, Martin, St. Lucie and Indian
River.
Fidelity Bankshares, Inc. and First Community Bancorp, Inc. will file a
registration statement, a proxy statement/prospectus and other relevant
documents concerning the proposed transaction with the Securities and Exchange
Commission (the "SEC"). Stockholders are urged to read the registration
statement and the proxy statement/prospectus when it becomes available and any
other relevant documents filed with the SEC, as well as any amendments or
supplements to those documents, because they will contain important
information. Investors will be able to obtain a free copy of the proxy
statement/prospectus, as well as other filings containing information about
Fidelity and First Community, at the SEC's Internet site (http://www.sec.gov).
This news release contains forward-looking statements. Such statements
are subject to certain factors that may cause Fidelity's and First Community's
results to vary from those expected. These factors include changing economic
and financial market conditions, competition, ability to execute Fidelity's
and First Community's business plans, items already mentioned in this press
release, and other factors described in our filings with the Securities and
Exchange Commission. Readers are cautioned not to place undue reliance on
these forward-looking statements, which reflect management's judgment only as
of the date hereof. Fidelity and First Community undertake no obligation to
publicly revise these forward-looking statements to reflect events and
circumstances that arise after the date hereof.
SOURCE Fidelity Bankshares, Inc.; First Community Bancorp, Inc.
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Related links:
http://www.fidfed.com
Company News On-Call:
http://www.prnewswire.com/comp/281429.html
Audio:http://www.fidelityfederal.com
CONTACT:
Vince A. Elhilow, Chairman, President and
CEO, Fidelity Bankshares, Inc., +1-561-659-9913; or Dale W.
Morris, Chairman, President & CEO, First Community Bancorp, Inc.,
+1-561-924-5272
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