ECB Bancorp, Inc. Announces Termination of Purchase and Assumption Agreement with the Bank of Hampton Roads
14 Mars 2012 - 9:32PM
Business Wire
ECB Bancorp, Inc. (the “Company”), the parent company of East
Carolina Bank (the “Bank”), and The Bank of Hampton Roads (“Hampton
Roads”) announced today they have mutually agreed to terminate
their previously reported Purchase and Assumption Agreement dated
July 14, 2011 (the “Agreement”). As previously disclosed, pursuant
to the terms of the Agreement, the Bank had agreed to purchase all
deposits and selected assets associated with seven Gateway Bank
branches in North Carolina. The branches in the Agreement were
Preston Corners, Plymouth, Roper, Chapel Hill, Falls of Neuse, Lake
Boone and Wilmington.
The termination of the Agreement was a direct result of the
Company’s termination of a Securities Purchase Agreement with
various institutional investors dated June 30, 2011 because the
regulatory approvals required to complete the private placement
offering had not been received by all of the investors as of the
termination date. Pursuant to the terms of the Securities Purchase
Agreement, the Company had agreed to issue $79.7 million in Company
common stock to the investors in a private placement offering. The
Company had planned to consummate the transaction contemplated by
the Agreement with a portion of the capital raised in the private
placement offering.
Dwight Utz stated, “It is unfortunate that, due to circumstances
beyond our control, we were unable to complete the transaction with
Bank of Hampton Roads. I would like to take this opportunity to
confirm that our Company is well capitalized. Our operational focus
continues to be to create success for small business and
individuals through innovation and expertise in North Carolina. Our
Board of Directors and leadership team remain committed to the
long-term success of our Company.”
Cautionary Notice Regarding Forward Looking
Statements
Statements in this filing relating to plans, strategies,
economic performance and trends, projections of results of specific
activities or investments, expectations or beliefs about future
events or results, and other statements that are not descriptions
of historical facts, may be forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be identified by terms such as
“may”, “will”, “should”, “could”, “expects”, “plans”, “intends”,
“anticipates”, “feels”, “believes”, “estimates”, “predicts”,
“forecasts”, “potential” or “continue”, or similar terms or the
negative of these terms, or other statements concerning opinions or
judgments of the Company’s management about future events.
Forward-looking information is inherently subject to risks and
uncertainties, and actual results could differ materially from
those currently anticipated due to a number of factors, which
include, but are not limited to, the risk factors discussed in the
Company’s Annual Report on Form 10-K for the year ended December
31, 2010, the Company’s Quarterly Report on Form 10-Q for the
quarters ended March 31, 2011, June 30, 2011 and September 30, 2011
and in other documents filed by the Company with the Securities and
Exchange Commission from time to time. Although the Company
believes that the expectations reflected in the forward-looking
statements are reasonable, it cannot guarantee future results,
levels of activity, performance or achievements. All
forward-looking statements attributable to the Company are
expressly qualified in their entirety by the cautionary statements
in this paragraph. The Company has no obligation, and does not
intend, to update these forward-looking statements.
About ECB Bancorp, Inc.
ECB Bancorp, Inc. is a bank holding company, headquartered in
Engelhard, North Carolina, whose wholly-owned subsidiary, The East
Carolina Bank, is a state-chartered, independent community bank
insured by the FDIC. The Bank provides a full range of financial
services through its 25 offices covering eastern North Carolina
from Currituck to Ocean Isle Beach and Greenville to Hatteras. The
Bank also provides Mortgage, Wealth Management, and Insurance
Services through the Bank’s licensed agents. The Company’s common
stock is listed on the NYSE Amex under the symbol “ECBE”. More
information can be obtained by visiting ECB’s web site at
www.MyECB.com.
Ecb Bancorp (AMEX:ECBE)
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