Ranks 6th in Deposit Market Share in South
Carolina
In-Market Acquisition Bodes Well for the Creation of Synergies and
Economies of Scale
Strategically Connects Greenville, SC, to Northeastern Georgia Market
Cultural Alignment Reduces Integration Risks
COLUMBIA, S.C. & EASLEY, S.C.--(BUSINESS WIRE)--
SCBT Financial Corporation (NASDAQ: SCBT), the holding company for SCBT,
N.A., and Peoples Bancorporation, Inc. (OTCBB:PBCE) founded in 1986, the
holding company of Peoples National Bank, Bank of Anderson, N.A., and
Seneca National Bank, jointly announced today the signing of a
definitive merger agreement under which SCBT will acquire Peoples
Bancorporation. Founded in 1933, SCBT is the largest publicly traded
bank headquartered in South Carolina.
Upon completion of the transaction, the combined company will have
approximately $4.5 billion in assets, $3.8 billion in total deposits,
and $3.2 billion in total loans. The merger agreement has been approved
by the board of directors of each company. The transaction is expected
to close in the second quarter of 2012 and is subject to customary
conditions, including approval by Peoples Bancorporation shareholders,
and regulatory approvals.
"We have had a very good and long-term relationship with Peoples
Bancorporation," said Robert R. Hill, Jr., president and CEO of SCBT.
"Peoples Bancorporation has been committed to the communities of the
upstate of South Carolina for over 25 years and we look forward to
continuing this legacy. Our companies have similar cultures making this
a natural partnership and one that will serve our customers, employees
and shareholders very well."
"All of our directors support the decision to merge with SCBT because we
know this is a great opportunity to further improve and expand customer
service. We believe that this merger will make our great little bank a
bigger and better bank while growing shareholder value," said George B.
"Bud" Nalley, Jr., chairman of the board, Peoples Bancorporation, Inc.
"We expect the merger to provide our shareholders with the opportunity
for an increase in stock value and resumption of dividends, as well as
the opportunity to share in the growth of a dynamic company in the years
ahead. We are honored to be a part of the exciting merger of two great
companies that share similar feelings of deep appreciation of employees
and dedication to customer satisfaction.”
Upon completion of the merger, the combined company will operate 78
locations in SC, NC and Georgia. Post-merger the company will have 28
offices in counties along the I-85 corridor connecting Charlotte,
Greenville and Atlanta and the combined company will be the 6th
largest bank in South Carolina by deposit market share and the 7th
largest in the Upstate.
"We are fortunate to partner with SCBT, and we feel that this merger is
in our shareholders' best interests. SCBT has been well known to our
company for quite some time, and we could not find a better fit in terms
of culture, philosophy, financial stability, commitment to communities
and access to a statewide branch network and beyond,” commented L.
Andrew Westbrook, III, president and CEO of Peoples Bancorporation,
Inc. "Several factors were considered on behalf of our shareholders in
making this important decision, including the opportunity our
shareholders will have to benefit from the future growth of this dynamic
company."
"I am excited about the opportunity to join with SCBT, which has clearly
been one of the best run banks in South Carolina for the past few
years," said Robert E. Dye, Jr., CFO of Peoples Bancorporation, Inc.
"Over our twenty-five year history, the Peoples family of banks has
consistently been committed to providing an unusually pleasant banking
experience for our customers, and we fully expect that to continue. I am
proud to see us take this important step forward."
Under the terms of the agreement, Peoples Bancorporation shareholders
will receive 0.1413 shares of SCBT common stock per share of PBCE common
stock, subject to certain adjustments. The stock issuance is valued at
approximately $28.4 million in the aggregate, based on 7,105,563 shares
of Peoples Bancorporation common stock outstanding.
Keefe, Bruyette & Woods, Inc. served as financial advisor and Wachtell,
Lipton, Rosen & Katz provided legal counsel to SCBT. Scott &
Stringfellow served as financial advisor and Haynsworth Sinkler Boyd,
P.A. served as legal counsel to Peoples Bancorporation.
Webcast
SCBT Financial Corporation and Peoples Bancorporation, Inc. will host a
conference call this morning at 10:30 a.m. EDT on December 20, 2011. The
conference call can be accessed by dialing 1-866-328-3013 or
1-914-495-8535 for international participants. The conference ID number
is 36863010. The presentation slides will be available on the website of
SCBT at www.SCBTonline.com.
A replay will be available from 2 p.m. Eastern Time on December 20th
until 11:59 p.m. on December 27th. To listen to the replay, dial (855)
859-2056 or (404) 537-3406. The pass code is 36863010. The event will
also be archived and available beginning December 20th by midnight
Eastern Time in the Investor Relations section of www.SCBTonline.com.
SCBT will file a registration statement and other relevant documents
concerning the transaction with the Securities and Exchange Commission
and appropriate state and federal banking authorities as soon as is
practical. Peoples Bancorporation will prepare a proxy statement and
other relevant documents concerning the proposed transaction for its
shareholders. Peoples Bancorporation shareholders are urged to read such
proxy and registration statements regarding the proposed transaction as
they become 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 registration statement, as well as other filings
containing information about SCBT Financial Corporation and Peoples
Bancorporation, Inc., at the SEC’s internet site (http://www.sec.gov).
The documents can also be obtained, without charge, by directing a
written request to either SCBT Financial Corporation, Post Office Box
1030, Columbia, SC 29202, Attention: Richard C. Mathis, Executive Vice
President and Treasurer, or Peoples Bancorporation, Inc., Post Office
Box 1989, Easley, South Carolina 29640, Attention: Robert E. Dye, Jr.,
Senior Vice President and Chief Financial Officer.
SCBT, Peoples Bancorporation and their respective directors and
executive officers may be deemed to be participants in the solicitation
of proxies from the shareholders of Peoples Bancorporation in connection
with the merger. Information about the directors and executive officers
of Peoples Bancorporation and their ownership of PBCE common stock is
set forth in Peoples Bancorporation’s most recent proxy statement as
filed with the SEC, which is available at the SEC’s Internet site (http://www.sec.gov)
and at Peoples Bancorporation’s address in the preceding paragraph.
Information about the directors and executive officers of SCBT Financial
Corporation is set forth in SCBT’s most recent proxy statement filed
with the SEC and available at the SEC’s internet site and from SCBT at
the address set forth in the preceding paragraph. Additional information
regarding the interests of these participants may be obtained by reading
the proxy statement/prospectus regarding the proposed transaction when
it becomes available.
SCBT Financial Corporation
SCBT Financial Corporation, Columbia, South Carolina, is a registered
bank holding company incorporated under the laws of South Carolina. SCBT
Financial Corporation, the largest publicly traded bank headquartered in
South Carolina, consists of SCBT, N.A.; NCBT, a Division of SCBT, N.A.;
and Community Bank & Trust, a Division of SCBT, N.A. Providing financial
services for over 77 years, SCBT Financial Corporation operates 70
locations in 16 South Carolina counties, 10 North Georgia counties, and
in Mecklenburg County in North Carolina. Named in Forbes as one of the
100 Most Trustworthy Companies in America for more than 5 years, SCBT
Financial Corporation has assets of approximately $4.0 billion and its
stock is traded under the symbol SCBT in the NASDAQ Global Select
Market. More information can be found at www.SCBTonline.com.
Peoples Bancorporation, Inc.
Founded in 1986, Peoples Bancorporation, Inc. has been serving the
financial needs of the upstate for more than 25 years. Peoples
Bancorporation is the holding company for The Peoples National Bank
which operates five locations in Easley, Pickens, Powdersville, and
Greenville, South Carolina; Bank of Anderson, N.A. which operates two
locations in Anderson, South Carolina; and Seneca National Bank which
operates one location in Seneca, South Carolina. Peoples Bancorporation
has assets of approximately $545.5 million and its stock is traded under
the symbol PBCE. More information can be found at www.peoplesbc.com.
Cautionary Statement Regarding Forward Looking Statements
Statements included in this press release which are not historical in
nature are intended to be, and are hereby identified as, forward looking
statements for purposes of the safe harbor provided by Section 21E of
the Securities Exchange Act of 1934. SCBT Financial Corporation and
Peoples Bancorporation caution readers that forward looking statements
are subject to certain risks and uncertainties that could cause actual
results to differ materially from forecasted results. Such risks and
uncertainties, include, among others, the following possibilities: (1)
the occurrence of any event, change or other circumstances that could
give rise to the termination of the definitive merger agreement between
SCBT and Peoples Bancorporation; (2) the outcome of any legal
proceedings that may be instituted against SCBT or Peoples
Bancorporation; (3) the inability to complete the transactions
contemplated by the definitive merger agreement due to the failure to
satisfy each transaction’s respective conditions to completion,
including the receipt of regulatory approval; (4) credit risk associated
with an obligor's failure to meet the terms of any contract with the
bank or otherwise fail to perform as agreed; (5) interest risk involving
the effect of a change in interest rates on both SCBT’s and Peoples
Bancorporation’s banks’ earnings and the market value of the portfolio
equity; (6) liquidity risk affecting SCBT’s and Peoples Bancorporation’s
banks’ ability to meet its obligations when they come due; (7) price
risk focusing on changes in market factors that may affect the value of
traded instruments in "mark-to-market" portfolios; (8) transaction risk
arising from problems with service or product delivery; (9) compliance
risk involving risk to earnings or capital resulting from violations of
or nonconformance with laws, rules, regulations, prescribed practices,
or ethical standards; (10) strategic risk resulting from adverse
business decisions or improper implementation of business decisions;
(11) reputation risk that adversely affects earnings or capital arising
from negative public opinion; (12) terrorist activities risk that
results in loss of consumer confidence and economic disruptions; (13)
economic downturn risk resulting in deterioration in the credit markets;
(14) greater than expected noninterest expenses; (15) excessive loan
losses; (16) potential deposit attrition, higher than expected costs,
customer loss and business disruption associated with the integration of
Habersham, BankMeridian and Peoples Bancorporation, including, without
limitation, potential difficulties in maintaining relationships with key
personnel and other integration related-matters; (17) the risks of
fluctuations in market prices for SCBT stock that may or may not reflect
the economic condition or performance of SCBT; (18) the payment of
dividends on SCBT is subject to regulatory supervision as well as the
discretion of the SCBT board of directors; and (19) other factors, which
could cause actual results to differ materially from future results
expressed or implied by such forward looking statements.
SCBT Financial Corporation
Analyst Relations:
Donnie Pickett,
803-765-1028
Chief Financial Officer
or
Media Relations:
Donna
S. Pullen, 803-765-4558
Director of Public Relations & Special
Projects
Source: SCBT Financial Corporation