ROCKY MOUNT, N.C., Oct. 28 /PRNewswire/ -- Centura Banks, Inc. ("Centura")
(NYSE: CBC) and First Coastal Bankshares, Inc. ("First Coastal")
(Nasdaq: FCBK) of Virginia Beach, Virginia announced today the execution of a
definitive agreement that will significantly expand Centura's presence in the
Hampton Roads region of Virginia.
Centura will acquire First Coastal in a stock transaction valued at
$117 million or $23.50 per First Coastal share. Centura's offer is
approximately 2.5 times First Coastal's September 30, 1998 book value and
23.5 times First Coastal's estimated 1999 earnings per share. The exchange
ratio will be .3400 shares of Centura common stock for each share of First
Coastal common stock so long as Centura's average closing price for 10 days
prior to the closing of the transaction is between $58.7563 and $79.4938 per
share. The exchange ratio is subject to adjustment should the average closing
price differ from these stated boundaries. The transaction, approved by the
board of directors of both companies, will be accounted for as a pooling of
interests.
First Coastal, with approximately $578 million in assets, operates
17 financial centers throughout Hampton Roads. Centura operates 9 financial
service stores, including 8 in the Hannaford supermarkets, in the same region.
The combined companies will have 26 financial service outlets in one of the
most dynamic markets on the eastern seaboard.
"We are delighted with the opportunity to expand our presence in the
Hampton Roads, Virginia market with an institution of First Coastal's
outstanding reputation," said Cecil W. Sewell, Chairman and Chief Executive
Officer of Centura. "First Coastal brings a business strategy and retail
distribution network which complements Centura's and significantly adds to our
ability to serve this important market."
"We are extremely excited to join the Centura team and look forward to
expanding the array of financial products and services we offer our
customers," said John A.B. Davies, Jr., First Coastal's President and Chief
Executive Officer. "Centura's vision for the future of the financial services
industry and commitment to its customers mirrors our own and we see this
combination as a means to enhance value to our shareholders and customers
while providing new opportunities for our employees." Mr. Davies will assume
the position of regional president/Virginia market and will lead Centura's
growing presence in this dynamic region.
The transaction provides First Coastal shareholders a premium of
26 percent over the value of their shares on October 27, 1998. Centura
expects the merger to be accretive to 1999 earnings per share. It is
estimated that cost savings opportunities, including the elimination of
redundant operations, enhanced technology, and the optimization of retail
financial centers and alternative delivery channels, will result in
approximately 15 percent reduction in First Coastal's operating expenses.
The transaction is subject to normal shareholder and regulatory approvals.
Under the terms of the agreement, First Coastal has granted Centura an option
to purchase up to 19.9 percent of First Coastal's outstanding shares under
certain conditions. The transaction is expected to close during the first
quarter of 1999.
With assets of $7.8 billion, Centura provides a complete line of banking,
investment, leasing, insurance and trust services to individuals and
businesses throughout North Carolina, South Carolina, and the Hampton Roads
region of Virginia. Centura offers its customers a variety of services and
delivery channels including 210 full-service financial services; more than
315 ATMs at financial centers, Wal-Mart stores and Sam's outlets; Centura
Highway telephone banking center; Centura's Internet site; and through leading
online money management software packages. Additional information about
Centura is available on it's website at http://www.centura.com.
First Coastal is a unitary savings and loans holding company, the
principal subsidiary of which is First Coastal Bank (the "Bank"). The Bank is
entering its 64th year of providing full banking services to customers in the
Hampton Roads area of Virginia throughout its network of financial center and
ATM locations in the cities of Chesapeake, Hampton, Newport News, Norfolk,
Virginia Beach, and Williamsburg. The Bank and First Coastal Mortgage Corp.,
a wholly owned subsidiary of the Bank, originate residential mortgage loans
throughout the Hampton Roads area from offices in Virginia Beach, Chesapeake,
and Newport News.
SOURCE Centura Banks Inc.
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Related links:
http://www.centura.com
Company News On-Call:
http://www.prnewswire.com/comp/870954.html or fax,
800-758-5804, ext. 870954
CONTACT:
Steven Goldstein, Chief Financial Officer,
Centura Banks, Inc., 252-454-8356, or E-mail:
sgoldstein@centura.com, or Dennis R. Stewart, Chief Financial
Officer, First Coastal Bankshares, Inc., 757-428-9331
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