The South Financial Group to Acquire Pointe Financial; Strategic Opportunity to Expand Florida Franchise
28 Octobre 2004 - 2:58AM
PR Newswire (US)
The South Financial Group to Acquire Pointe Financial; Strategic
Opportunity to Expand Florida Franchise GREENVILLE, S.C. and BOCA
RATON, Fla., Oct. 27 /PRNewswire-FirstCall/ -- The South Financial
Group, Inc. (NASDAQ:TSFG) and Pointe Financial Corporation
(NASDAQ:PNTE) announced today a definitive agreement in which TSFG
will acquire PNTE and its subsidiaries, headquartered in Boca
Raton, Florida. Pointe will complement TSFG's existing locations in
the Broward/Dade/Palm Beach county area by adding approximately
$316 million in deposits, $276 million in loans, and 10 additional
banking locations. Post merger, Pointe's operations will be
conducted through TSFG's Florida banking subsidiary, Mercantile
Bank. (Logo: http://www.newscom.com/cgi-bin/prnh/20000424/TSFGLOGO)
"We are pleased with the opportunity to selectively and steadily
expand our Florida presence with a quality institution like Pointe
Financial," said Mack I. Whittle, Jr., President and Chief
Executive Officer of The South Financial Group. "After increasing
the size of our franchise initially in northern and central
Florida, this opportunity is a natural progression that strengthens
our existing small presence in select markets of southern Florida.
Pointe's experience in business banking will elevate our existing
operations in this market. We remain committed to a consistent and
disciplined acquisition strategy that adds value to our footprint,
provides attractive internal rates of return, is accretive to
earnings in the first full year, and importantly, is aligned with
our three year plan." The acquisition, which is subject to approval
by regulatory authorities and by Pointe Financial shareholders, is
expected to close in the second quarter of 2005. The merger is
expected to be cash and GAAP accretive to TSFG earnings beginning
in 2006 and have minimal impact on immediate capital levels. Under
the terms of the definitive agreement, which has been unanimously
approved by both boards of directors, TSFG will issue fixed
consideration of 2,554,022 shares of TSFG common stock and
$24,493,075 in cash for all outstanding PNTE shares, calculated on
a fully diluted basis. PNTE shareholders will have the right to
elect to receive cash, TSFG common stock, or a mixture of cash and
TSFG stock. Without giving effect to any elections, this equates to
$9.50 cash and 0.9906 TSFG shares for each fully diluted PNTE
share. Based on the $31.70 closing price of TSFG common stock on
Wednesday, October 27, 2004, the transaction is valued at $40.90
per PNTE share. R. Carl Palmer, Jr., Chairman, President and Chief
Executive Officer of PNTE, said, "We are very enthusiastic about
the opportunity to join The South Financial Group and make a
positive contribution. Our companies have complementary skills in
the way our talented and dedicated people serve customers and
contribute to our communities. We share a focus of delivering
exceptional service to small and medium-sized businesses and the
professional community. Together, our experienced and knowledgeable
people will provide even more winning solutions and deepen
relationships with customers." With the completion of this merger,
Mercantile Bank is expected to have 63 branches, approximately $5.3
billion in assets, and the #14 deposit market share in Florida. The
South Financial Group entered Florida in 1999 with the acquisition
of Citizens First National and a de novo branch in Jacksonville.
Pointe represents The South Financial Group's 7th acquisition in
Florida. With the Pointe merger, the South Financial Group's
Florida deposits represent 43% of TSFG's total deposits. The South
Financial Group is a financial services company headquartered in
Greenville, South Carolina, which had total assets of approximately
$13.7 billion at September 30, 2004. TSFG operates two primary
subsidiary banks, Carolina First Bank and Mercantile Bank, which
conduct operations through approximately 153 branch offices in
South Carolina, Florida and North Carolina. Mercantile Bank
operates in Florida, principally in the Jacksonville, Orlando and
Tampa Bay markets. Carolina First Bank, the largest South
Carolina-based commercial bank, operates in South Carolina and
North Carolina and on the Internet under the brand name, Bank
CaroLine. The South Financial Group's common stock trades on the
Nasdaq National Market under the symbol TSFG. Press releases along
with additional information may also be found at The South
Financial Group's website: http://www.thesouthgroup.com/.
Transaction Summary(1) Fixed merger consideration: 2.554 mm TSFG
shares + $24.5 mm cash Implied price per share / transaction
value:(2) Based on October 14 TSFG closing price -- (agreement in
principle date) $37.25 / $92.0 mm Based on 30-day average TSFG
close $38.19 / $94.5 mm Based on October 27 TSFG close $40.90 /
$101.5 mm Exchange ratio per share (x) /cash ($):(3) 0.9906x /
$9.50 Assumed cost saves: 30% of PNTE's core cash non-interest
expense base Anticipated merger-related charge: $6.3 million EPS
accretion / (dilution): 2006 GAAP 0.8% 2006 Cash 1.1% Internal rate
of return: 18% Break-up fee: $3.5 million Due diligence: Completed
Required approvals: Regulatory, PNTE's shareholders Board
representation: 1 PNTE director to join Mercantile Bank Board of
Directors Expected closing: Q2 2005 Notes: (1) This summary is
qualified in its entirety by the definitive Agreement and Plan of
Merger, a copy of which will be filed with the Securities and
Exchange Commission. (2) Total transaction value, net of aggregate
option proceeds to be received by TSFG upon exercise of PNTE
options. (3) Calculated by dividing each of the total number of
TSFG shares being issued (2,554,022) and the total cash being paid
($24,493,075) by the total PNTE shares outstanding on a fully
diluted basis (2,578,258). Conference Call / Webcast Information
The South Financial Group will host a conference call on Thursday,
October 28, 2004 at 9:00 a.m. (ET) to discuss the acquisition of
PNTE and answer analyst questions. It will also provide a live
webcast of the call, which may be accessed through The South
Financial Group's Internet site at http://www.thesouthgroup.com/
under the Investor Relations tab. Additional material information,
including forward-looking statements such as future projections,
may be discussed during the presentation. To participate in the
conference call, please call 1-888-405-5393 or 1-484-630-4135 using
the access code "The South." A 7-day rebroadcast of the call will
be available via 1-866-360-7726 or 1-203-369-0178. The South
Financial Group will also provide a copy of the presentation in the
Investor Relations section of its website. Certain matters set
forth in this news release may contain forward-looking statements
that are provided to assist in the understanding of anticipated
future financial performance. These statements, as well as other
statements that may be made by management in the conference call,
include, but are not limited to, factors which may affect earnings,
return goals, expected financial results for mergers, estimates of
merger synergies and merger-related charges, and credit quality
assessment. However, such performance involves risks and
uncertainties, such as market deterioration, that may cause actual
results to differ materially from those in such statements. For a
discussion of certain factors that may cause such forward-looking
statements to differ materially from TSFG's actual results, see
TSFG's Annual Report on Form 10-K for the year ended December 31,
2003. The South Financial Group undertakes no obligation to release
revisions to these forward-looking statements or reflect events or
circumstances after the date of this release. The foregoing may be
deemed to be offering materials of TSFG in connection with TSFG's
proposed acquisition of PNTE, on the terms and subject to the
conditions in the Agreement and Plan of Merger, dated October 27,
2004, between TSFG and PNTE. This disclosure is being made in
connection with Regulation of Takeovers and Security Holder
Communications (Release Nos. 33-7760 and 34-42055) adopted by the
Securities and Exchange Commission ("SEC"). Shareholders of PNTE
and other investors are urged to read the proxy
statement/prospectus that will be included in the registration
statement on Form S-4, which TSFG will file with the SEC in
connection with the proposed merger because it will contain
important information about TSFG, PNTE, the merger, the persons
soliciting proxies in the merger and their interests in the merger
and related matters. After it is filed with the SEC, the proxy
statement/prospectus will be available for free, both on the SEC
web site (http://www.sec.gov/) and from TSFG and PNTE as follows:
Marsha L. Smunt, Director of Investor Relations, The South
Financial Group, 104 South Main Street, Greenville, SC 29601,
Phone: (864) 255-4919, ; R. Carl Palmer, Jr., Chairman, President
and Chief Executive Officer, Pointe Financial Corporation, 21845
Powerline Road, Boca Raton, Florida 33433, Phone: (561) 368-6300, .
In addition to the proposed registration statement and proxy
statement/prospectus, TSFG and PNTE file annual, quarterly and
special reports, proxy statements and other information with the
SEC. You may read and copy any reports, statements or other
information filed by TSFG or PNTE at the SEC's public reference
rooms at 450 Fifth Street, N.W., Washington, D.C., 20549 or at the
SEC's other public reference rooms in New York and Chicago. Please
call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. TSFG's and PNTE's filings with the SEC are
also available to the public from commercial document-retrieval
services and on the SEC's web site at http://www.sec.gov/.
http://www.newscom.com/cgi-bin/prnh/20000424/TSFGLOGO
http://photoarchive.ap.org/ DATASOURCE: The South Financial Group,
Inc. CONTACT: Marsha L. Smunt, TSFG Director of Investor Relations,
+1-864-255-4919; or R. Carl Palmer, Jr., PNTE Chairman, President
and CEO, +1-561-368-6300 Web site: http://www.thesouthgroup.com/
Copyright
Pointe (NASDAQ:PNTE)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
Pointe (NASDAQ:PNTE)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024