COLUMBIA, S.C.--(BUSINESS WIRE)--
SCBT Financial Corporation (NASDAQ: SCBT) (the “Company”) announced
today the completion of its merger with First Financial Holdings, Inc.
(NASDAQ: FFCH)(“First Financial”).
Under the terms of the merger agreement, First Financial shareholders
will receive 0.4237 shares of the Company’s common stock in exchange for
each First Financial share they owned, or an aggregate of approximately
7,020,000 shares of the Company’s common stock.
First Financial’s bank subsidiary, First Federal Bank (“First Federal”)
has merged with SCBT, a South Carolina banking corporation and the
wholly-owned banking subsidiary of the Company, and will operate as
First Federal, a Division of SCBT until conversion is completed in
mid-2014. SCBT will also continue to operate the existing First
Financial subsidiaries First Southeast Investor Services, a wholly owned
broker dealer and First Southeast 401k Fiduciaries, a registered
investment advisor.
“We are very pleased to announce the completion of the largest in-state
merger in South Carolina history. I am equally pleased with the very
strong shareholder and customer support,” said Robert R. Hill, Jr.,
chief executive officer of the Company. “Together, these long standing
banking institutions create a very convenient bank for our customers
while retaining local decisions, local leadership and a community bank
culture.”
The combined company will be the largest publicly traded bank holding
company headquartered in South Carolina and will rank fifth by deposit
market share in South Carolina.
“While this is a new journey for First Federal, our course remains a
natural extension of the road taken 79 years ago – deliberate decisions
based on traditional values and customer needs. We believe our combined
future is as promising and exciting as our past,” said R. Wayne Hall,
president of the Company.
Upon completion of the merger, 65 full-service banking locations will be
added in North Carolina and South Carolina increasing accessibility and
convenience for customers. The combined company will operate 146
full-service banking locations in its three-state banking network. With
the addition of First Federal offices located in North Carolina, SCBT
will now have a presence in Wilmington and has expanded service to
include Brunswick, New Hanover and Pender counties.
Five former First Financial board members are being added to the board
of directors of the Company. These include Hall, Ed Shelley, Jr.,
Richard Salmons, Jr., Thomas Johnson, and Paula Harper Bethea, who will
serve as vice chairman.
As described in the merger agreement, the name of the Company will be
changed from “SCBT Financial Corporation” to “First Financial Holdings,
Inc.”, however, the Company’s common stock will continue to trade under
the symbol SCBT on the NASDAQ Global Select Market.
About the Company
SCBT Financial Corporation, Columbia, South Carolina is a registered
bank holding company incorporated under the laws of South Carolina. The
company consists of SCBT, the bank subsidiary of the Company and the
following divisions: NCBT, CBT, The Savannah Bank, and Minis & Co., Inc.
Providing financial services for over 79 years, the Company operates 81
locations in 19 South Carolina counties, 10 North Georgia counties, 2
Coastal Georgia counties and Mecklenburg County in North Carolina. The
Company has assets of approximately $5.0 billion and its stock is traded
under the symbol “SCBT” on the NASDAQ Global Select Market. More
information can be found at www.SCBTonline.com.
Cautionary Statement Regarding Forward Looking Statements
Statements included in this report 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. Forward looking statements
generally include words such as “expects,” “projects,” “anticipates,”
“believes,” “intends,” “estimates,” “strategy,” “plan,” “potential,”
“possible” and other similar expressions. The Company 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 the Company and First Financial;
(2) the outcome of any legal proceedings that may be instituted against
the Company or First Financial; (3) the inability to complete the
transactions contemplated by the 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)
cybersecurity risk related to our dependence on internal computer
systems and the technology of outside service providers, as well as the
potential impacts of third-party security breaches, subjects the company
to potential business disruptions or financial losses resulting from
deliberate attacks or unintentional events; (14) economic downturn risk
resulting in deterioration in the credit markets; (15) greater than
expected noninterest expenses; (16) excessive loan losses; (17) failure
to realize synergies and other financial benefits from, and to limit
liabilities associates with, mergers and acquisitions, including mergers
with Peoples Bancorporation, The Savannah Bancorp, Inc. (“Savannah”),
and First Financial, within the expected time frame; (18) potential
deposit attrition, higher than expected costs, customer loss and
business disruption associated with the integration of Savannah and
First Financial, including, without limitation, potential difficulties
in maintaining relationships with key personnel and other integration
related-matters; (19) the risks of fluctuations in market prices for
Company common stock that may or may not reflect economic condition or
performance of the Company; (20) the payment of dividends on Company
common stock is subject to regulatory supervision as well as the
discretion of the board of directors of the Company; and (21) 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 C. Pollok,
803-765-4628
or
Media Contact:
Donna Pullen, 803-765-4558
Source: SCBT Financial Corporation