SPARTANBURG, S.C. and GREENVILLE, S.C., Oct. 5, 2015 (GLOBE NEWSWIRE) -- Carolina Alliance Bank ("CAB") (OTCQX:CRLN), PBSC Financial Corporation ("PBSC"), and PBSC's wholly-owned subsidiary, Pinnacle Bank of South Carolina ("Pinnacle Bank"), jointly announced today that the previously announced merger of the two banks was completed on October 3, 2015 after receiving all shareholder and regulatory approvals. Today the Pinnacle Bank offices in Greenville, Powdersville and Easley opened as offices of CAB.
Under the terms of the merger agreement, PBSC shareholders will receive either $12.00 in cash or 1.0909 shares of CAB common stock, or a combination thereof, for each PBSC share they owned immediately prior to the merger, subject to the limitation that the total consideration will consist of 20% in cash and 80% in CAB shares. PBSC shares exchanged for stock will convert to newly issued CAB shares, with cash paid in lieu of fractional shares. Based upon the final CAB stock price1, the transaction value was approximately $22.3 million.
"Customers of both Carolina Alliance and Pinnacle Bank will continue to receive the exceptional customer service they expect from both organizations, with the added benefits of enhanced product and service offerings," said John Poole, Chief Executive Officer of CAB. Mr. Poole added "Although our footprint is expanding, the combined financial institution remains committed to the philosophy of serving our markets through local bankers making local decisions." David Barnett, CAB South Carolina Western Region President and former President and Chief Executive Officer of PBSC, noted "As we grow, the advantages of this merger include a significantly higher lending limit, expanded range of products and services, enhanced capital base, and the ability to generate efficiencies, which we believe in turn will increase profitability."
CAB began operations in January 2007 and is headquartered in Spartanburg, South Carolina. PBSC was founded in January 2006 and has been headquartered in Greenville, South Carolina. The combined bank will have eight banking offices located in Spartanburg, Greenville, Powdersville, Easley, Anderson, and Seneca, SC and Asheville and Hendersonville, NC, as well as loan and lease production offices in Spartanburg, SC and Charlotte, NC. All of the offices will operate as CAB. The bank will be headquartered in Spartanburg, SC, with senior management personnel operating from Spartanburg, Asheville, and Greenville. More information about CAB can be found on its website at www.carolinaalliancebank.com.2
Carolina Alliance was advised in the transaction by FIG Partners, LLC as financial advisor and Nelson Mullins Riley & Scarborough LLP as legal counsel. PBSC was advised by SunTrust Robinson Humphrey as financial advisor and Bryan Cave LLP as legal counsel.
Notes
1 The final CAB stock price of $10.92 per share is calculated in accordance with the merger agreement based on a volume weighted average price for the period August 26, 2015 through September 28, 2015.
2 Certain statements in this release contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements relating to future plans and expectations, and are thus prospective. Such forward-looking statements are subject to risks, uncertainties, and other factors, such as the businesses of CAB and Pinnacle Bank may not be integrated successfully or such integration may take longer to accomplish than expected; the expected cost savings and any revenue synergies from the merger may not be fully realized within the expected timeframes; disruption from the merger may make it more difficult to maintain relationships with clients, associates or suppliers; an economic downturn nationally or in the local markets we serve; competitive pressures among depository and other financial institutions; the rate of delinquencies and amounts of charge-offs; the level of allowance for loan loss; the rates of loan growth or adverse changes in asset quality in the banks' loan portfolios; and changes in the U.S. legal and regulatory framework, including the effect of recent financial reform legislation on the banking industry, any of which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements.
Although we believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove to be inaccurate. Therefore, we can give no assurance that the results contemplated in the forward-looking statements will be realized. The inclusion of this forward-looking information should not be construed as a representation by CAB nor PBSC or any person that the future events, plans, or expectations contemplated by such entities will be achieved. All subsequent written and oral forward-looking statements concerning CAB nor PBSC or any person acting on their behalf is expressly qualified in its entirety by the cautionary statements above. Neither CAB nor PBSC undertakes any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, to reflect circumstances or events that occur after the date the forward-looking statements are made.