Capital Crossing Bank to Be Acquired by Lehman Brothers
20 Septembre 2006 - 4:40AM
Business Wire
Capital Crossing Bank (Nasdaq: CAPX) today announced that it has
signed a definitive agreement whereby Capital Crossing would be
acquired by Lehman Brothers Bank, FSB, a subsidiary of Lehman
Brothers, the global investment bank. Under the terms of the
agreement, Lehman Brothers will pay $30.00 per share in cash in
exchange for each outstanding share of Capital Crossing,
representing a premium of approximately 11.7% over the closing
price of Capital Crossing shares on September 19, 2006 and an
aggregate deal value of approximately $210 million. The acquisition
is expected to be completed during the first quarter of 2007,
subject to customary closing conditions and regulatory approvals.
"We are extremely excited about a combination with Lehman
Brothers," said Richard Wayne, President and Co-Chief Executive
Officer of Capital Crossing. "We have partnered with Lehman
Brothers on loan purchase transactions for quite some time, and
believe that a combination of our platform, people and expertise
with their balance sheet and brand equity will take our business to
the next level." Nicholas W. Lazares, Chairman and Co-Chief
Executive Officer, added, "As we reviewed the landscape and
competitive environment in our business, it became increasingly
clear that it would be more difficult to achieve all of our goals
as a relatively small, publicly traded bank. By combining with
Lehman Brothers, we have both rewarded our shareholders for their
loyal following with attractive consideration as well as expanded
our opportunities for growth. We are entering this combination to
improve and grow our business and look forward to working with our
colleagues at Lehman Brothers in that regard." Upon completion of
the acquisition, Capital Crossing will become a division of Lehman
Brothers Bank, FSB. Capital Crossing will remain headquartered in
Boston, MA. Mr. Wayne and Mr. Lazares will continue to serve as
Co-Chief Executive Officers of Capital Crossing and will join
Lehman Brothers as managing directors. Edward Mehm and Demetrios
Kyrios, Executive Vice Presidents of Capital Crossing, will also
join Lehman Brothers as managing directors. RBC Capital Markets
served as financial advisor to Capital Crossing Bank in the
transaction and Wachtell, Lipton, Rosen & Katz served as
counsel. About Capital Crossing Bank Capital Crossing Bank is a
Massachusetts-chartered, FDIC-insured trust company with $1.1
billion in assets as of June 30, 2006. Capital Crossing operates as
a commercial bank, providing financial products and services to
customers through its executive and main offices in Boston, its
website at www.capitalcrossing.com, and through its leasing
subsidiary Dolphin Capital Corp. located in Moberly, Missouri.
Capital Crossing is a value-oriented investor in whole loans and
loan portfolios generally secured by commercial, multi-family and
one-to-four family residential real estate and other business
assets. About Lehman Brothers Lehman Brothers (ticker symbol: LEH),
an innovator in global finance, serves the financial needs of
corporations, governments and municipalities, institutional
clients, and high-net-worth individuals worldwide. Founded in 1850,
Lehman Brothers maintains leadership positions in equity and fixed
income sales, trading and research, investment banking, private
investment management, asset management and private equity. The
Firm is headquartered in New York, with regional headquarters in
London and Tokyo, and operates in a network of offices around the
world. For further information about Lehman Brothers' services,
products and recruitment opportunities, visit the Firm's Website at
www.lehman.com. This press release contains a number of
forward-looking statements concerning Capital Crossing's current
expectations as to future growth and its results of operations. Any
statements that are not statements of historical fact (including
statements containing the words "believes," "plans," "anticipates,"
"expects," "estimates," "intends," "may," "projects," "will,"
"would," and similar expressions) should also be considered to be
forward-looking statements. There are a number of important factors
that could cause actual results or events to differ materially from
those indicated by such forward-looking statements, including:
Capital Crossing's ability to successfully acquire loans at the
same volume and the same yields as it has historically, changes in
interest rates that adversely affect its business, the level of
transactional income realized by Capital Crossing as a result of
loan and lease payoffs and the sale of real estate and loans,
Capital Crossing's ability to successfully diversify its asset
base, the level of Capital Crossing's non-performing assets,
Capital Crossing's ability to successfully conduct its leasing
business, general economic conditions in Capital Crossing's
markets, as well as those other factors detailed under "Item 1A.
Risk Factors" in Part II of Capital Crossing's Quarterly Report on
Form 10-Q for the period ended June 30, 2006, which important
factors are incorporated herein by this reference. Capital Crossing
disclaims any intention or obligation to update any forward-looking
statements as a result of developments occurring after the date of
this press release. IMPORTANT ADDITIONAL INFORMATION WILL BE FILED
WITH THE FDIC Capital Crossing plans to file with the FDIC and mail
to its stockholders a Proxy Statement in connection with the
transaction. The Proxy Statement will contain important information
about Lehman Brothers, the Bank, the merger and related matters.
Investors and security holders are urged to read the Proxy
Statement carefully when it is available. Investors and security
holders will be able to obtain free copies of the Proxy Statement
and other documents filed with the FDIC from Capital Crossing. Free
copies of Capital Crossing's filings may be obtained by directing a
request to Capital Crossing's Investor Relations at 617-880-1000.
In addition, investors and security holders may access copies of
the documents filed with the FDIC by Capital Crossing on Capital
Crossing's website at www.capitalcrossing.com, when they become
available. Capital Crossing, and its directors and executive
officers, may be deemed to be participants in the solicitation of
proxies from Capital Crossing's stockholders with respect to the
transactions contemplated by the merger agreement. Information
regarding Capital Crossing's directors and executive officers is
contained in Capital Crossing's Annual Report on Form 10-K for the
year ended December 31, 2005 and its proxy statement dated March
22, 2006 for its 2006 Annual Meeting of Stockholders, which are
filed with the FDIC. You can obtain free copies of these documents
from Capital Crossing using the contact information set forth
above. Additional information regarding interests of such
participants will be included in the Proxy Statement that will be
filed with the FDIC and available free of charge as indicated
above.
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