Eagle Bancorp Announces Capital and Dividend Plans
26 July 2008 - 6:30AM
PR Newswire (US)
BETHESDA, Md., July 25 /PRNewswire-FirstCall/ -- Eagle Bancorp,
Inc. (the "Company") (NASDAQ:EGBN), the parent company of
EagleBank, today announced that its Board of Directors has
authorized proceeding with the preparation of a registration
statement to be filed with the Securities and Exchange Commission
for an offering of up to $30 million of noncumulative convertible
perpetual preferred stock. The offering is expected to be made
primarily to the Company's shareholders following consummation of
the pending transaction with Fidelity & Trust Financial
Corporation, in a manner that would allow shareholders of both
companies to maintain their proportionate interest in the
post-merger Company. (Logo:
http://www.newscom.com/cgi-bin/prnh/20050927/EAGLEBANKLOGO ) The
dividend rate, the number of shares of common stock into which the
preferred stock will be convertible, the offering price per share
and other terms and conditions of the preferred stock have not yet
been established, and will be determined based upon market
conditions at the time of the offering. The record date for
determining the shareholders entitled to participate in the
offering has not yet been established. The offering is expected to
commence in the latter part of the third quarter and after the
pending merger transaction is completed. Both the Company and
EagleBank were considered to be well capitalized as of June 30,
2008. The additional capital provided by the offering will be used
to support the continued growth of EagleBank following completion
of the Fidelity & Trust transaction. It is intended that the
preferred stock qualify as tier one capital for regulatory
purposes. In addition, the Board of Directors of the Company has
determined that in order to further strengthen capital, the Company
will discontinue the payment of cash dividends on the common stock
at this time. The Company announced plans to declare a 10% stock
dividend after the completion of the Fidelity & Trust
transaction. The record and payable dates for the stock dividend
have not been determined. Ronald D. Paul, Chairman and Chief
Executive Officer of the Company said "EagleBank is a steadily
growing, profitable company. It is seeing significant asset and
market share growth opportunities both as a result of the Fidelity
transaction and the disruption in the market and business banking
relationships caused by the current economic conditions." Mr. Paul
continued, "We wish to raise capital to support this continued
growth and to maintain a strong and sound financial position. While
the current economic environment has created a difficult and
expensive capital market, it is prudent to increase the capital
base of the company. The Board also feels it is more important to
strengthen capital, support growth and be in a position to take
advantage of current and future opportunities, than to continue the
cash dividend on the common stock." He added, "As a community bank,
it is important to us that this offering will be made primarily to
our traditional shareholder base who have supported the growth and
success of the Company." This press release does not constitute an
offer to sell or the solicitation of an offer to buy the securities
described herein, which may be offered only by means of a
prospectus. Forward looking Statements: This press release contains
forward looking statements within the meaning of the Securities and
Exchange Act of 1934, as amended, including statements of goals,
intentions, and expectations as to future trends, plans, events or
results of Company operations and policies and regarding general
economic conditions. In some cases, forward-looking statements can
be identified by use of words such as "may," "will," "anticipates,"
"believes," "expects," "plans," "estimates," "potential,"
"continue," "should," and similar words or phrases. These
statements are based upon current and anticipated economic
conditions, nationally and in the Company's market, interest rates
and interest rate policy, competitive factors and other conditions
which by their nature, are not susceptible to accurate forecast and
are subject to significant uncertainty. Because of these
uncertainties and the assumptions on which this discussion and the
forward- looking statements are based, actual future operations and
results in the future may differ materially from those indicated
herein. Readers are cautioned against placing undue reliance on any
such forward-looking statements. The Company's past results are not
necessarily indicative of future performance. ADDITIONAL
INFORMATION ABOUT THE PROPOSED MERGER WITH FIDELITY & TRUST
Eagle Bancorp, Inc. has filed a proxy statement/prospectus and
other relevant documents concerning the merger with the SEC. The
proxy statement/prospectus will be mailed to the shareholders of
Eagle Bancorp and Fidelity & Trust Financial Corporation.
Investors and security holders of Eagle Bancorp and Fidelity &
Trust Financial Corporation are urged to read the proxy
statement/prospectus, the documents incorporated by reference in
the proxy statement/prospectus, the other documents filed with the
SEC and the other relevant materials when they become available
because they will contain important information about Eagle
Bancorp, Fidelity & Trust Financial Corporation and the Merger
Agreement and the transactions contemplated by the Merger
Agreement. Investors will be able to obtain these documents free of
charge at the SEC's web site (http://www.sec.gov/). In addition,
documents filed with the SEC by Eagle Bancorp, Inc. will be
available free of charge from Eagle Bancorp's Investor Relations at
301/986-1800, or from Eagle Bancorp's website at
http://www.eaglebankmd.com/. The directors, executive officers, and
certain other members of management and employees of Eagle Bancorp
and its subsidiaries are participants in the solicitation of
proxies in favor of the issuance of shares pursuant to the merger
from the shareholders of Eagle Bancorp. Information about the
directors and executive officers of Eagle Bancorp is set forth in
Eagle Bancorp's proxy statement for the 2008 annual meeting of
shareholders filed with the SEC on March 31, 2008. Additional
information regarding the interests of such participants will be
included in the proxy statement/prospectus and the other relevant
documents filed with the SEC when they become available. CONTACT:
Ronald D. Paul 301.986.1800
http://www.newscom.com/cgi-bin/prnh/20050927/EAGLEBANKLOGO
http://photoarchive.ap.org/ DATASOURCE: Eagle Bancorp, Inc.
CONTACT: Ronald D. Paul of Eagle Bancorp, Inc., +1-301-986-1800 Web
site: http://www.eaglebankmd.com/
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