Synovus Financial Corp. (NYSE: SNV) and FCB Financial Holdings,
Inc. (NYSE: FCB) today jointly announced that each company will
hold a special meeting on November 29, 2018, for the companies’
respective shareholders to consider and vote on the proposals
related to the definitive merger agreement, dated as of July 23,
2018, under which Synovus will acquire FCB Financial Holdings,
Inc., owner of Florida Community Bank, Florida’s largest community
bank. The boards of directors of Synovus and FCB have each set
October 24, 2018, as the record date for their respective special
meetings.
The Synovus shareholder meeting will be held at 10:00 a.m. at
Blanchard Hall, Synovus Bank, 1144 Broadway, Columbus, Georgia
31901.
The FCB shareholder meeting will be held at 10:00 a.m. at the
offices of Kramer Levin Naftalis & Frankel LLP at 1177 Avenue
of the Americas, New York, New York 10036.
Synovus Financial Corp. is a financial services company
based in Columbus, Georgia, with approximately $32 billion in
assets. Synovus provides commercial and retail banking, investment,
and mortgage services through 249 branches in Georgia, Alabama,
South Carolina, Florida, and Tennessee. Synovus Bank, a wholly
owned subsidiary of Synovus, was named one of American Banker’s
“Best Banks to Work For” in 2018 and has been recognized as one of
the country’s 10 “Most Reputable Banks” by American Banker and the
Reputation Institute for four consecutive years. Synovus is on the
web at synovus.com, and on Twitter, Facebook, LinkedIn, and
Instagram.
FCB Financial Holdings, Inc. is the largest community
banking company and the second largest Florida-based independent
bank, and among the most highly capitalized banks in the state.
Recently, FCB was ranked #8 among Forbes’ “Best Banks in America,”
marking the second consecutive year FCB was included among the
publication’s top 10 leading U.S. banks. FCB was also awarded a
five-star rating from Bauer Financial™, FCB assets are more than
$12 billion, with capital ratios that exceed regulatory standards.
Since its founding in 2010, FCB has been steadfast in its
commitment to delivering personalized service, innovation, and
products and services equal to those offered by the national banks.
Similarly, FCB recognizes the importance of community, fostering a
corporate culture that promotes employee volunteerism at all
levels, while supporting community-based programs and partnerships
that help promote greater financial independence and improved
quality of life for families. FCB serves individuals, businesses
and communities across the state with 50 full-service banking
centers from east to west, and from Daytona Beach to Miami-Dade.
For more information, visit FloridaCommunityBank.com. Equal Housing
Lender, Member FDIC.
Important Additional Information and Where to Find It
This communication is being made in respect of the proposed
merger transaction between Synovus and FCB. In connection with the
proposed merger, Synovus filed with the SEC a Registration
Statement on Form S-4 that includes the preliminary Joint Proxy
Statement of Synovus and FCB and Prospectus of Synovus, as well as
other relevant documents regarding the proposed transaction. A
definitive Joint Proxy Statement/Prospectus will also be sent to
Synovus shareholders and FCB stockholders. This communication does
not constitute an offer to sell or the solicitation of an offer to
buy any securities or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such
jurisdiction. INVESTORS ARE URGED TO READ THE REGISTRATION
STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE
MERGER AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL
AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION.
A free copy of the Joint Proxy Statement/Prospectus, as well as
other filings containing information about Synovus and FCB, may be
obtained at the SEC’s Internet site (http://www.sec.gov). You will
also be able to obtain these documents, free of charge, from
Synovus at http://investor.synovus.com/Docs or from FCB Financial
at FloridaCommunityBank.com. Copies of the Joint Proxy
Statement/Prospectus can also be obtained, free of charge, by
directing a request to Synovus Investor Relations at Investor
Relations, Synovus Financial Corp., 1111 Bay Avenue, Suite 500,
P.O. Box 120, Columbus, GA 31901, by calling (888) SYNOVUS, or by
sending an e-mail to steveadams@synovus.com or by directing a
request to FCB Investor Relations at 2500 Weston Road, Suite 300,
Weston, Florida 33331, by calling (954) 984-3313, or by sending an
e-mail to IR@fcb1923.com.
Synovus and FCB and certain of their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from Synovus shareholders and FCB
stockholders in respect of the transaction described in the Joint
Proxy Statement/Prospectus. Information regarding Synovus’
directors and executive officers is contained in Synovus’ Annual
Report on Form 10-K for the year ended December 31, 2017 and its
Proxy Statement on Schedule 14A, dated March 16, 2018, which are
filed with the SEC. Information regarding FCB’s directors and
executive officers is contained in FCB’s Annual Report on Form 10-K
for the year ended December 31, 2017 and its Proxy Statement on
Schedule 14A, dated April 4, 2018, which are filed with the SEC.
Additional information regarding the interests of those
participants and other persons who may be deemed participants in
the transaction may be obtained by reading the Joint Proxy
Statement/Prospectus regarding the proposed merger. Free copies of
this document may be obtained as described in the preceding
paragraph.
Forward-Looking Statements
This communication contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
including, but not limited to, Synovus’ and FCB’s expectations or
predictions of future financial or business performance or
conditions. Forward-looking statements are typically identified by
words such as “believe,” “expect,” “anticipate,” “intend,”
“target,” “estimate,” “continue,” “positions,” “plan,” “predict,”
“project,” “forecast,” “guidance,” “goal,” “objective,”
“prospects,” “possible” or “potential,” by future conditional verbs
such as “assume,” “will,” “would,” “should,” “could” or “may”, or
by variations of such words or by similar expressions. These
forward-looking statements are subject to numerous assumptions,
risks and uncertainties, which change over time. Forward-looking
statements speak only as of the date they are made and we assume no
duty to update forward-looking statements. Actual results may
differ materially from current projections.
In addition to factors previously disclosed in Synovus’ and
FCB’s reports filed with the SEC and those identified elsewhere in
this communication, the following factors, among others, could
cause actual results to differ materially from forward-looking
statements or historical performance: the occurrence of any event,
change or other circumstances that could give rise to the right of
one or both of the parties to terminate any definitive merger
agreement between Synovus and FCB; the outcome of any legal
proceedings that may be instituted against Synovus or FCB; the
ability to obtain regulatory approvals and meet other closing
conditions to the merger, including the risk that approval by
Synovus shareholders and FCB stockholders is not obtained and the
risk that regulatory approvals required for the merger are not
obtained or are obtained subject to conditions that are not
anticipated; delay in closing the merger; difficulties and delays
in integrating the FCB business or fully realizing cost savings and
other benefits; business disruption following the merger; changes
in asset quality and credit risk; the inability to sustain revenue
and earnings growth; changes in interest rates and capital markets;
inflation; customer acceptance of Synovus’ products and services;
customer borrowing, repayment, investment and deposit practices;
customer disintermediation; the introduction, withdrawal, success
and timing of business initiatives; competitive conditions; the
inability to realize cost savings or revenues or to implement
integration plans and other consequences associated with mergers,
acquisitions and divestitures; economic conditions; and the impact,
extent and timing of technological changes, capital management
activities, and other actions of the Federal Reserve Board and
legislative and regulatory actions and reforms.
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version on businesswire.com: https://www.businesswire.com/news/home/20181015005287/en/
Media ContactsSynovusLee
Underwood, 706-644-0528orInvestor
ContactsSynovusSteve Adams, 706-641-6462orFCBMatthew
Paluch, 305-668-5420
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