HIGH POINT, N.C. and
ALBEMARLE, N.C., Dec. 18, 2013 /PRNewswire/ -- BNC Bancorp
(NASDAQ: BNCN), the parent company of Bank of North Carolina ("BNC" or "the Bank"), today
announced that it has signed an Agreement and Plan of Merger
("Agreement") with South Street Financial Corp. ("South Street"),
the parent company of Home Savings Bank of Albemarle, SSB ("Home Savings"). Home Savings
is a North Carolina savings bank
with $274.1 million in assets serving
consumer, small businesses and professionals in the Albemarle area of North Carolina.
(Logo: http://photos.prnewswire.com/prnh/20030917/BNCLOGO)
The Agreement provides for the common shareholders of South
Street to elect to receive cash in an amount of $8.85 per share or between 0.6000 and 0.6941
shares of BNC common stock, depending on the closing price of BNC
common stock prior to closing of the merger, for an aggregate deal
value for common shareholders of approximately $23.7 million, based on the closing price of BNC
common stock on December 17, 2013.
Eighty percent of the total consideration received by the South
Street common shareholders will be BNC voting common stock and the
remainder will be cash. As a result of the transaction, BNC
will acquire two branches in Albemarle,
North Carolina and one each in Locust and Oakboro,
North Carolina as well as $195.5
million in loans and $238.1
million in deposits. Upon closing, BNC will have
approximately $865 million in loans
and $725 million in deposits in the
Charlotte MSA.
"Home Savings Bank enjoys a long rich successful history of
service to Stanly and surrounding
counties. Ron Swanner,
the Board of Directors, and employees have been tremendous
supporters of the families and small businesses while creating
value for their shareholders. Our companies share the same
core values of trust and service that are critical to operating a
successful, vibrant organization. We look forward to the
opportunity to bring a wide range of financial services to the
customers and citizens of Albemarle, Oakboro and Locust," said Rick
Callicutt, President and CEO of BNC Bancorp and
BNC.
Commenting on the merger, Ron
Swanner, Chairman and Chief Executive Officer of South
Street and Home Savings Bank, stated: "We are pleased to be
joining with BNC and the Bank of North Carolina. We believe
the merger will provide significant value to our shareholders and
as they are one of the best managed, most profitable and fastest
growing banks in the southeast. Our customers and the
communities we serve will also benefit from the broader range of
products and services offered by the Bank of North Carolina and their convenient branch
network throughout the Carolinas. We are also pleased that
our employees will be joining a larger company with more
opportunities for advancement."
Closing of the merger, which is subject to regulatory approval,
customary closing conditions and the approval of South Street
shareholders, is expected to occur in the second quarter of 2014.
Further information on the financial metrics and strategic
rationale of this transaction are included in a Form 8-K to be
filed with the Securities and Exchange Commission ("SEC") by BNC
Bancorp.
For the merger, BNC Bancorp and its subsidiary, Bank of
North Carolina, were advised by
Banks Street Partners, LLC, as financial advisor and Womble Carlyle Sandridge & Rice, LLP as
legal advisor, both in Atlanta.
South Street was advised in this transaction by Raymond James & Associates, Inc. as
financial advisor and Brooks, Pierce, McLendon, Humphrey &
Leonard, L.L.P. 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 merger: (i) ability to obtain
regulatory approvals and meet other closing conditions to the
merger, including approval by South Street shareholders, on the
expected terms and schedule; (ii) general economic or
business conditions in the Greensboro-High
Point and Charlotte MSAs; (iii) greater than expected costs
or difficulties related to the integration of Home Savings; (iv)
unexpected deposit attrition, customer loss or revenue loss
following the merger with South Street, and (v) 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 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.
Additional Information
In connection with the proposed merger, BNC Bancorp will file
with the SEC a Registration Statement on Form S-4 that will include
a Proxy Statement of South Street and a Prospectus of BNC Bancorp,
as well as other relevant documents concerning the proposed
transaction. SHAREHOLDERS ARE STRONGLY URGED TO READ THE
REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING
THE PROPOSED MERGER WHEN THEY BECOME AVAILABLE AND OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION REGARDING THE PROPOSED MERGER. A free copy of the
Proxy Statement/Prospectus, as well as other filings containing
information about BNC Bancorp, may be obtained after their filing
at the SEC's Internet site (http://www.sec.gov). In addition, free
copies of documents filed by BNC Bancorp with the SEC may be
obtained on the BNC Bancorp website at www.bncbancorp.com.
BNC Bancorp and South Street and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from South Street's shareholders in
connection with this transaction. Information about the directors
and executive officers of BNC Bancorp and South Street and
information about other persons who may be deemed participants in
this solicitation will be included in the Proxy
Statement/Prospectus. Information about BNC Bancorp's executive
officers and directors can be found in BNC Bancorp's definitive
proxy statement in connection with its 2013 Annual Meeting of
Shareholders filed with the SEC on April 16,
2013. Additional information regarding the interests of
those persons and other persons who may be deemed participants in
the transaction may be obtained by reading the Proxy
Statement/Prospectus regarding the proposed merger when it becomes
available. You may obtain free copies of this document as
described in the preceding paragraph.
About BNC Bancorp and Bank of North
Carolina
BNC Bancorp is the parent company of Bank of North Carolina, an approximately $3.2 billion-asset commercial 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 stock is
quoted in the NASDAQ Capital Market under the symbol "BNCN."
About South Street
South Street is headquartered in Albemarle, N.C. Through Home Savings
Bank, South Street provides a full range of banking services to
customers in Stanly County, N.C.
and the surrounding counties. Its philosophy is to serve the
customers in its communities as a local community bank and to meet
their home mortgage, small business and personal retail banking
needs. For more information, visit
www.homesavingsbank.org.
SOURCE BNC Bancorp