STUART, Fla., Nov. 30 /PRNewswire-FirstCall/ -- Seacoast Banking
Corporation of Florida (Nasdaq: SBCF) and Century National Bank announced the
signing of a definitive merger agreement. Century will add approximately
$288 million in assets, $95 million in loans and $264 million in deposits, as
well as three new locations in the Orlando area to Seacoast's fast-growing
Florida East Coast franchise. Century has offices in downtown Orlando,
Maitland and Longwood, Florida, which are among Florida's fastest-growing
cities.
Century's community bank model focuses on developing deep relationships
with small and medium-sized businesses and professional firms in the Orlando
metro area, resulting in outstanding asset quality and a low-cost mix of
deposits. Combining with Seacoast will allow a continuation of this strategy
and provide the existing management team, led by Michael W. Sheffey, as
Orlando Regional President, with greater resources to develop existing and new
relationships in this market.
"Seacoast, known in its markets as 'the SuperCommunity Bank,' has for over
75 years successfully executed a relationship approach to building its
business in existing and new markets," said Michael W. Sheffey, President of
Century. "The result has been strong market presence, strong asset quality
and deposit growth focused on core relationships, all characteristics
consistent with our approach at Century. Combining builds a company with a
capital base and a critical mass that will allow us to continue our success in
the Orlando metropolitan statistical area ('MSA')."
Dennis S. Hudson, III, President and Chief Executive Officer of Seacoast,
said, "Over the past few years, we have expanded south into the Palm Beach
market and more recently north into the Brevard County/Melbourne area. This
expansion has provided us with greater opportunities to profitably increase
our loan portfolio and low-cost deposits, which has in turn contributed to
gains in our net interest margin. Our current markets have strong
demographics and growth, and we have been very selective in our approach to
acquisitions, while building value and growing internally. Entering the fast-
growing Orlando area with Mike Sheffey and his team is a logical extension of
our growth plans. Furthermore, Orlando is one of only a few markets where
demographics and growth are as good as the markets we currently serve. The
Orlando MSA also provides us with an opportunity to further expand our
commercial business that complements our already strong retail and commercial
base along Florida's East Coast."
The Orlando MSA, which has $25 billion in deposits, is a business center
of Florida that is projected to have the fastest job growth of any MSA in the
United States. This market offers commercial lending opportunities that
complement and diversify Seacoast's current businesses.
Century's balance sheet has a deposit base that includes 27% non-interest
bearing accounts and core deposits representing 95% of total deposits.
Century's loan-to-deposit ratio of 30% offers a clear avenue to increased
revenue, particularly in a market where three large multi-state banks
currently have 60% of the deposit market. "Seacoast has tested and proved its
SuperCommunity Bank model through consistent increases in our market share in:
Martin, St. Lucie, Indian River and Palm Beach Counties, where we currently
operate and compete with these megabanks. Our de novo branching strategy in
Palm Beach County demonstrates our success in entering and serving new
markets. We believe that, through our acquisition of Century, we can
duplicate these successes in Orlando and serve small and medium-sized
businesses better than the large banks," said Mr. Hudson.
Mr. Hudson continued: "Century shares our SuperCommunity Bank philosophy
that brings a sound $1.7 billion institution staffed by highly skilled
professionals offering what we refer to as the third alternative in banking --
a unique combination of the sophisticated products and services offered by
large banks, enhanced by the personal relationships and high quality customer
service of a community bank. It is what we believe people want: local bankers
with decision-making capabilities who are knowledgeable about the markets they
serve and responsive to the requests and needs of the customer."
The merger agreement provides a purchase price of approximately $46.2
million. Century's shareholders will be able to elect to receive Seacoast
common stock, cash, or a combination of stock and cash in exchange for their
Century shares, subject to proration between available Seacoast shares and
cash. Seacoast expects to pay up to $15.7 million in cash and to issue up to
approximately 1.5 million shares of Seacoast common stock to Century's
shareholders. Shareholders will not recognize any gain or loss for federal
income tax purposes on the shares of Century common stock exchanged for
Seacoast common stock.
Seacoast expects that the transaction, which is expected to close early in
the second quarter of 2005, will be slightly accretive to earnings per share
in 2005, without taking into account revenue or expense synergies. "We will
seek to redeploy Century's balance sheet from its current securities' holdings
into more profitable loans. This increased lending in a vibrant market is
expected to enhance our long-term earnings per share growth rate," said Mr.
Hudson.
Seacoast was advised by Burke Capital Group L.L.C. and Alston & Bird LLP.
Century was advised by Keefe Bruyette & Woods, Inc. and Smith McKinnon, P.A.
The proposed transaction will be submitted to Century's shareholders for
their consideration, and the merger is subject to approval by Century's
shareholders and by applicable regulatory authorities. Seacoast will file a
registration statement, including a proxy statement/prospectus and other
relevant documents concerning the proposed transaction with the SEC.
Century's shareholders are urged to read the registration statement and the
proxy statement/prospectus regarding the proposed transaction when it becomes
available and any other relevant documents filed with the SEC, as well as any
amendments or supplements to those documents, because these will contain
important information. You will be able to obtain a free copy of the proxy
statement/prospectus, as well as other filings containing information about
Seacoast and Century at the SEC's Internet site (http://www.sec.gov). You will
also be able to obtain these documents, free of charge, at
http://www.seacoastbanking.net .
Seacoast and Century, and their respective directors and executive
officers, may be deemed to be participants in the solicitation of proxies from
Century's shareholders in connection with the merger. Information about the
directors and executive officers of Seacoast and their ownership of Seacoast
common stock is set forth in the proxy statement, dated March 11, 2004, for
Seacoast's 2004 annual meeting of shareholders, as filed with the SEC on a
Schedule 14A. Additional information regarding the interests of those
participants and other persons who may be deemed participants in the
transaction may be obtained by reading the joint proxy statement/prospectus
regarding the proposed transaction when it becomes available. You may obtain
free copies of these documents as described in the preceding paragraph.
Seacoast will host a conference call to discuss the acquisition and review
its plans for this new market on Wednesday, December 1, 2004 at 11:00 A.M.
Eastern time. This conference call will be available by dialing
(888) 806-9459 with the entry code of 605802. For those unable to listen to
the live call, a replay will be available in the afternoon of December 1 until
December 31, 2004 by dialing (866) 219-1444 with the entry code of 628734.
Slides used during the conference call may be accessed on the company website
at http://www.seacoastbanking.net under "presentations."
Cautionary Notice Regarding Forward-Looking Statements
This press release contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, including, without limitation, statements
about the benefits of the merger between Seacoast and Century, including
future financial and operating results, cost savings, enhanced revenues, and
accretion to reported earnings that may be realized from the merger, as well
as statements with respect to Seacoast's and Century's plans, objectives,
expectations and intentions and other statements that are not historical
facts. Actual results may differ from those set forth in the forward-looking
statements.
Forward-looking statements include statements with respect to our beliefs,
plans, objectives, goals, expectations, anticipations, estimates and
intentions, and involve known and unknown risks, uncertainties and other
factors, which may be beyond our control, and which may cause the actual
results, performance or achievements of Seacoast to be materially different
from future results, performance or achievements expressed or implied by such
forward-looking statements. You should not expect us to update any forward-
looking statements.
You can identify these forward-looking statements through our use of words
such as "may," "will," "anticipate," "assume," "should," "indicate," "would,"
"believe," "contemplate," "expect," "estimate," "continue," "point to,"
"project," "could," "intend" or other similar words and expressions of the
future. These forward-looking statements may not be realized due to a variety
of factors, including, without limitation: the effects of future economic
conditions; governmental monetary and fiscal policies, as well as legislative
and regulatory changes; the risks of changes in interest rates on the level
and composition of deposits, loan demand, and the values of loan collateral,
securities, and interest sensitive assets and liabilities; interest rate risks
and sensitivities; the effects of competition from other commercial banks,
thrifts, mortgage banking firms, consumer finance companies, credit unions,
securities brokerage firms, insurance companies, money market and other mutual
funds and other financial institutions operating in our market areas and
elsewhere, including institutions operating regionally, nationally and
internationally, together with such competitors offering banking products and
services by mail, telephone, computer and the Internet; and the failure of
assumptions underlying the establishment of reserves for possible loan losses.
The risks of mergers and acquisitions, include, without limitation: unexpected
transaction costs, including the costs of integrating operations; the risks
that the businesses of Seacoast and Century will not be integrated
successfully or that such integration may be more difficult, time-consuming or
costly than expected; the potential failure to fully or timely realize
expected revenues and revenue synergies, including as the result of revenues
following the merger being lower than expected; the risk of deposit and
customer attrition; any changes in deposit mix; unexpected operating and other
costs, which may differ or change from expectations; the risks of customer and
employee loss and business disruption, including, without limitation, as the
result of difficulties in maintaining relationships with employees; the risk
of obtaining necessary governmental approvals of the merger on the proposed
terms and schedule; the potential failure of Century's shareholders to approve
the merger; increased competitive pressures and solicitations of Century's
customers by competitors; as well as the difficulties and risks inherent in
seeking to increase the volume of loans in the highly competitive Orlando
market.
All written or oral forward looking statements attributable to us are
expressly qualified in their entirety by this cautionary notice, including,
without limitation, those risks and uncertainties described in our annual
report on Form 10-K for the year ended December 31, 2003 under "Special
Cautionary Notice Regarding Forward-Looking Statements," and otherwise in our
SEC reports and filings. Such reports are available upon request from
Seacoast, or from the Securities and Exchange Commission, including through
the SEC's Internet website at http://www.sec.gov .
Other Important Information About this Press Release
Century's shareholders are urged to read the proxy statement/prospectus
regarding the proposed transaction when it becomes available, because it will
contain important information about Seacoast, Century and the proposed
transaction. Century's shareholders will be able to obtain a free copy of the
proxy statement/prospectus, as well as other filings containing information
about Seacoast and Century, without charge, at the SEC's Internet website at
http://www.sec.gov . Copies of the proxy statement/prospectus and the filings
with the SEC that will be incorporated by reference into, or otherwise
referred to in, the proxy statement/prospectus can also be obtained, without
charge, by directing a written request to Seacoast Banking Corporation of
Florida, 815 Colorado Avenue, Stuart, Florida 34994, Attention: Office of the
Secretary, or to Century National Bank, 65 North Orange Avenue, Orlando,
Florida 32801, Attention: Officer of the Secretary.
The respective directors and executive officers of Seacoast and Century
and other persons may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction. Information regarding
Seacoast's directors and executive officers is available in its proxy
statement filed with the SEC by Seacoast on March 5, 2004, and information
regarding Century's directors and executive officers can be obtained upon
written request to Century as provided above. Other information regarding the
participants in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be contained in
the proxy statement/prospectus and other relevant materials to be filed with
the SEC when they become available.
This press release does not constitute an offer to sell, or a solicitation
of an offer to buy, shares of Seacoast's common stock, or the solicitation of
any proxies from Century's shareholders.
SOURCE Seacoast Banking Corporation of Florida
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Related links:
http://www.seacoastbanking.net
Company News On-Call:
http://www.prnewswire.com/comp/105663.html
Audio:http://www.seacoastbanking.net
CONTACT:
Dennis S. Hudson, III, President and Chief
Executive Officer, +1-772-288-6085, or William R. Hahl, Executive
Vice President and Chief Financial Officer, +1-772-221-2825, both
of Seacoast Banking Corporation of Florida
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