COLUMBIA, S.C. & SAVANNAH, Ga.--(BUSINESS WIRE)--
SCBT Financial Corporation (NASDAQ: SCBT) and The Savannah Bancorp, Inc.
(NASDAQ: SAVB) jointly announced today the signing of a definitive
merger agreement under which SCBT will acquire The Savannah Bancorp,
Inc. for a total value of approximately $67.1 million.
Founded in 1990, The Savannah Bancorp, Inc. operates two banking
subsidiaries, The Savannah Bank and Bryan Bank & Trust, which
collectively have 11 locations in South Carolina and Georgia. Savannah
Bancorp also operates Minis & Co., Inc., a registered investment advisor.
“The Savannah Bancorp team has built a strong community bank with a
great reputation and excellent market share. We have known and respected
The Savannah Bancorp for quite some time and look forward to continuing
their legacy of service to the community. The cultures of our two
organizations are very similar and we believe this partnership is a
great opportunity for the customers, employees and shareholders of both
companies,” said Robert R. Hill, Jr., president and CEO, SCBT Financial
Corporation.
Upon completion of the transaction, the combined company will have
approximately $5.3 billion in total assets, $4.5 billion in total
deposits, $3.8 billion in total loans, and a network of 87 branches in
the Carolinas and Georgia. The two companies currently serve four common
counties in South Carolina and Georgia, where, on a pro forma basis, the
combined company will have $1.2 billion in deposits earning it the #3
ranking in market share (source: SNL Financial). Minis & Co., Inc.,
combined with SCBT’s existing Wealth Management Group, will have total
assets under management of approximately $1.6 billion.
“We are pleased and excited to be joining forces with such a
high-performing and well capitalized banking company. We believe this
combination will be a win-win for our respective shareholders, and will
enable our talented staff to continue to focus on what they do best ~
serving our communities,” said J. Curtis Lewis, III, Chairman of the
Board of The Savannah Bancorp, Inc.
"We have respected SCBT as a competitor and peer for many years and have
admired their ability to be successful throughout this economic
downturn," said John C. Helmken, II, president and CEO of The Savannah
Bancorp, Inc. "Now we bring that same admiration and respect to a
partnership which joins two like-minded management teams and cultures
together. We believe this synergy of similar values toward employees,
customers, communities and shareholders aligns so well that our two
companies combined are more powerful as one.”
The merger agreement has been unanimously approved by the board of
directors of each company. The transaction is expected to close in the
fourth quarter of 2012 and is subject to customary conditions, including
approval by both SCBT and SAVB shareholders. At closing, The Savannah
Bancorp will be merged into SCBT Financial Corporation.
Under the terms of the agreement, shareholders of The Savannah Bancorp,
Inc. will receive 0.2503 shares of SCBT common stock for each share of
SAVB common stock. The stock issuance is valued at approximately $67.1
million in the aggregate, based on 7,199,237 shares of SAVB common stock
outstanding and on SCBT’s August 7, 2012 closing stock price of $37.21.
Keefe, Bruyette & Woods, Inc. served as financial advisor and Wachtell,
Lipton, Rosen & Katz provided legal counsel to SCBT Financial
Corporation. SunTrust Robinson Humphrey served as financial advisor and
FIG Partners, LLC rendered a fairness opinion, to The Savannah Bancorp,
Inc. Sandler O’Neill & Partners, L.P. also assisted The Savannah
Bancorp, Inc. with the transaction. Alston & Bird LLP and Ellis,
Painter, Ratterree & Adams LLP served as legal counsel to The Savannah
Bancorp, Inc.
Webcast
SCBT Financial Corporation and The Savannah Bancorp, Inc. will host a
conference call this afternoon at 1:00 p.m. EDT. The conference call can
be accessed by dialing (866) 328-3013 or (914) 495-8535 for
international participants. The conference ID number is 17977117. The
link to the webcast can be found on www.SCBTonline.com
under Investor Relations. A replay will be available from 4 p.m. Eastern
Time on August 8, 2012 until 11:59 p.m. on August 17, 2012. To listen to
the replay, dial (855) 859-2056 or (404) 537-3406. The pass code is
17977117. The event and slide presentation will also be archived and
available beginning August 9, 2012 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. SCBT and SAVB will prepare a joint proxy statement and other
relevant documents concerning the proposed transaction for their
respective shareholders. SCBT and SAVB 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,
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 The Savannah Bancorp, Inc., Post Office Box
188, Savannah, GA 31401, Attention: Michael W. Harden, Jr., Chief
Financial Officer.
SCBT, SAVB and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
shareholders of SCBT and SAVB in connection with the merger. Information
about the directors and executive officers of The Savannah Bancorp, Inc.
and their ownership of SAVB common stock is set forth in SAVB’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 The Savannah Bancorp’s address in the preceding paragraph.
Information about the directors and executive officers of SCBT Financial
Corporation and their ownership of SCBT common stock 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. The
Company operates in South Carolina as SCBT; in North Carolina as NCBT, a
division of SCBT, and in Georgia as Community Bank & Trust, a division
of SCBT. Providing financial services for over 78 years, SCBT Financial
Corporation operates 76 locations in 19 South Carolina counties, 10
north Georgia counties, and Mecklenburg County in North Carolina. SCBT
Financial Corporation has assets of approximately $4.4 billion, is the
largest publicly traded bank holding company in South Carolina and its
stock is traded under the symbol SCBT in the NASDAQ Global Select
Market. More information can be found at www.SCBTonline.com.
The Savannah Bancorp, Inc.
The Savannah Bancorp, Inc., a bank holding company for The Savannah
Bank, N.A., Bryan Bank & Trust, and Minis & Co., Inc., is headquartered
in Savannah, Georgia and began operations in 1990. The Company has
eleven branches in Coastal Georgia and South Carolina. Its primary
businesses include loan, deposit, trust, asset management, and mortgage
origination services provided to local customers.
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 cautions
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 The Savannah Bancorp, Inc.;
(2) the outcome of any legal proceedings that may be instituted against
SCBT or The Savannah Bancorp, Inc.; (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
the bank's earnings and the market value of the portfolio equity; (6)
liquidity risk affecting the bank's 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 Peoples
Bancorporation, Inc. and The Savannah Bancorp, Inc., including, without
limitation, potential difficulties in maintaining relationships with key
personnel and other integration related-matters; and (17) 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 Contact:
John Pollok,
803-765-4628
Chief Operating Officer and Chief Financial Officer
or
Media
Contact:
Donna S. Pullen, 803-765-4558
Director of Public
Relations & Special Projects
Source: SCBT Financial Corporation