HIGH POINT, N.C.,
Oct. 1, 2013
/PRNewswire/ -- BNC Bancorp (Nasdaq: BNCN)
("BNC") announces the successful completion of its acquisition of
Randolph Bank & Trust Company ("Randolph Bank"), thereby
expanding the BNC franchise into the Asheboro, Burlington and Randleman markets.
(Logo: http://photos.prnewswire.com/prnh/20030917/BNCLOGO
)
BNC previously announced its plan to acquire all the
capital stock of Randolph Bank on May 31,
2013. As of September 30,
2013, Randolph Bank had total assets of $288 million, loans of $161 million and deposits of $257 million. Randolph Bank's branch
offices will continue to operate under the Randolph Bank name until
systems are converted in early December.
Rick Callicutt, President
and CEO of BNC, commented: "We are extremely pleased to
welcome Randolph Bank customers, shareholders and employees to the
Bank of North Carolina
family. The completion of this strategic transaction is
consistent with our long-term plan to partner with quality
organizations, enhance our presence in desirable markets and
provide our diverse financial product suite to new
customers."
Mike Whitehead, President
of Randolph Bank, commented: "We could not have asked for a better
partner than BNC, an organization that truly understands the
importance of community banking. Through this merger, we
believe we have enhanced both the banking experience for our
customers and upside potential for our shareholders."
Commenting on the acquisition, Rick Callicutt said, "The completion of this
merger is a product of a lot of effort and great teamwork between
the BNC and Randolph Bank organizations. We are excited to
work closely with Randolph Bank's talented team of bankers to
effectively deliver the BNC platform to new and existing customers
throughout Asheboro, Burlington, Randleman and the surrounding
communities."
For common shareholders of Randolph Bank the deal is
valued at approximately $11.8 million
based on BNC's closing share price of $13.34, as listed on the Nasdaq Capital Market on
September 30th. Randolph Bank shareholders will receive 0.87
shares of BNC voting common stock for each share of Randolph Bank
common stock, or cash in the amount of $10.00 per share. Eighty percent (80%) of
Randolph Bank common shares will be converted into the right
to receive BNC voting common stock while the remaining 20% will be
converted into the right to receive cash.
As part of the closing, Randolph Bank's preferred
shareholders, including the United States Department of the
Treasury, received cash payments equal to the liquidation value of
their preferred shares totaling $8.8
million.
BNC and its wholly-owned subsidiary, Bank of North Carolina, were advised in this
transaction by Banks Street Partners, LLC as financial advisor and
Womble Carlyle Sandridge & Rice,
LLP as legal advisor, both in Atlanta. Randolph Bank was advised by Sandler
O'Neill & Partners, L.P. in New
York as financial advisor and Wyrick
Robbins Yates & Ponton LLP in Raleigh as legal advisor.
Forward Looking Statements
The press release contains forward-looking statements
relating to the financial condition and business of BNC and its
subsidiary, Bank of North
Carolina. These forward-looking statements involve risks and
uncertainties and are based on the beliefs and assumptions of the
management of BNC, and the information available to management at
the time that this press release was prepared. Factors that could
cause actual results to differ materially from those contemplated
by such forward-looking statements include, among others, the
following that may diminish the expected benefits of the
acquisition: (i) general economic or business conditions in the
Greensboro-High Point and Burlington MSAs; (ii) greater
than expected costs or difficulties related to the integration of
Randolph Bank & Trust Company; (iii) unexpected deposit
attrition, customer loss or revenue loss following the merger of
Randolph Bank & Trust Company, and (iv) the failure to retain
or hire key personnel. Additional factors affecting BNC and Bank of
North Carolina are discussed in
BNC's filings with the Securities and Exchange Commission (the
"SEC"), including its most recent Annual Report on Form 10-K, its
Quarterly Reports on Form 10-Q and its Current Reports on Form 8-K.
You may review BNC's SEC filings at www.sec.gov. BNC does not
undertake a duty to update any forward-looking statements made in
this press release.
About BNC Bancorp and Bank of North Carolina
Bank of North Carolina, a
wholly-owned subsidiary of BNC, is a commercial bank with assets of
$3.2 billion upon the closing and
merger of Randolph Bank. Bank of North Carolina provides banking and financial
services to individuals and businesses through its 39 full-service
banking offices in North and South Carolina. Bank of
North Carolina is insured by the
FDIC and is an equal housing lender. BNC Bancorp's common stock is
quoted in the NASDAQ Capital Market under the symbol
"BNCN."
SOURCE BNC Bancorp