RNS Number:9085X
Royal Bank of Canada
26 January 2001
ROYAL BANK OF CANADA TO ACQUIRE CENTURA BANKS, INC.
Acquisition will serve as foundation for U.S. banking growth strategy
ROCKY MOUNT, N.C./TORONTO, January 26, 2001 - Royal Bank of Canada (TSE, NYSE:
RY) and Centura Banks, Inc. (NYSE: CBC), headquartered in Rocky Mount, North
Carolina, today announced they have signed a definitive merger agreement by
which Royal Bank will acquire Centura.
Under the terms of the agreement, each share of Centura outstanding will be
converted into 1.684 shares of Royal Bank of Canada upon closing. The indicated
value of the transaction is US$2.3 billion (C$3.5 billion), based on Royal Bank
of Canada's closing share price on the TSE of C$51.80 (US$34.35) on January 25,
2001.
The acquisition is subject to regulatory approval in Canada and the U.S.,
approval from the shareholders of Centura Banks, Inc. and other customary
closing conditions. The transaction is expected to be completed by mid-summer at
which time Centura will adopt the name RBC Centura Banks, Inc.
In connection with the merger agreement, Centura Banks, Inc. has granted Royal
Bank a customary option to purchase a number of shares equal to 19.9 per cent of
its outstanding common stock under limited circumstances.
"Centura has an experienced management team, strong customer and community
orientation and a corporate culture similar to ours," said John Cleghorn,
chairman and chief executive officer of Royal Bank of Canada. "The transaction
is consistent with our U.S. growth strategy, which is based on focused and
manageable acquisitions. Centura's approach to developing and maintaining
customer relationships while building size through acquisitions has successfully
driven its own growth strategy, We want to preserve and build on their success
as we grow our personal and commercial banking platform in the U.S.," said
Cleghorn.
"This is an outstanding opportunity for us to execute our successful retail
banking model in one of the most attractive markets in the United States.
Centura's positioning as a full line retailer of financial services provides the
opportunity to create a strong retail banking platform in the United States with
considerable growth potential," noted James Rager, vice-chairman of Royal Bank
of Canada, responsible for its personal and commercial banking platform.
Commenting an the transaction, Cecil W. Sewell, Jr., Centura chief executive
officer said, "Royal Bank of Canada has a stellar reputation and a corporate
culture very similar to our own. They offer us the best opportunity to preserve
and strengthen this culture while realizing our full potential of offering
financial solutions that make a positive difference in the lives of our
customers."
On completion of the transaction, Sewell will become chairman of RBC Centura
Banks, Inc., and it is intended that he will become a member of the board of
directors of Royal Bank of Canada. H. Kel Landis, currently president of Centura
Bank, will become chief executive officer of RBC Centura Banks, Inc.
The transaction provides the opportunity to integrate key operations of RBC's
existing U.S. consumer businesses. These include: Security First Network Bank,
based in Atlanta, the country's first and number one rated Internet bank, and
Prism Financial Corporation, a Chicago-based national retail mortgage
origination company with more than 1,100 loan officers and 180 offices in 29
states. It also complements the businesses of Liberty Life Insurance Company and
Liberty Insurance Services Corporation, both based in Greenville, S.C. and
Minneapolis-based Dain Rauscher Corporation, a leading regional, full service
securities firm with 3,800 employees and a network of 90 offices in 27 states.
About Centura Banks, Inc.
An US$11.5 billion-asset financial services company, Centura Banks, Inc. is
based in Rocky Mount, N.C. Its 3,600 employees provide a complete line of
banking, investment, insurance, leasing and asset management services to
individuals and businesses in North Carolina, South Carolina and Virginia.
Centura's broad range of financial solutions is provided through Centura
Highway, the bank's multifaceted customer access system that includes more than
240 full-service financial offices, telephone banking, an extensive ATM network,
PC banking, online bill payment and the bank's suite of Internet products and
services. The bank has client relationships with over 420,000 households
(650,000 customers). For more information, please visit www.centura.com.
About Royal Bank of Canada
Royal Bank of Canada (RY) is a diversified financial services company. It
provides personal and commercial banking, wealth management services, insurance,
corporate and investment banking, online banking and transaction processing on a
global basis. The company employs 50,000 people who serve 10 million personal,
business and public sector customers in North America and in some 30 countries
around the world. For more information, please visit www.royalbank.com.
Safe Harbor
This news release includes forward-looking statements that are subject to
certain risks and uncertainties. Actual results may differ materially from the
results contemplated in these forward-looking statements. Statements regarding
the expected date of completion of the transaction are subject to
forward-looking statements, the risk that closing conditions will not be
satisfied or not satisfied in a timely manner, that regulatory approvals will
not be obtained or not obtained in a timely manner or that the shareholders of
Centura will not approve the merger. Statements regarding the expected benefits
of the transaction are subject to the following risks: that expected benefits
will not be achieved; that revenues following the acquisition will be lower than
expected; that the businesses will not be integrated successfully; that merger
costs will be greater than expected; the inability to identify, develop and
achieve success for new products and services; increased competition and its
effect on the combined companies; the general economic conditions, either
internationally, nationally or in the states in which the combined companies
will be doing business, will be less favorable than expected; the general risks
associated with the companies' business; and that legislation or regulatory
changes adversely affect the businesses in which the combined companies would be
engaged.
RBC will be filing a registration statement and Centura Banks, Inc. will be
filing a Prospectus/proxy statement and other relevant documents concerning the
merger with the SEC. WE URGE INVESTORS TO READ THE REGISTRATION STATEMENT, THE
PROSPECTUS/PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE
SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors will be able to
obtain the documents free of charge at the SEC's website, www.sec.gov. In
addition, documents filed with the SEC by RBC and Centura will be available free
of charge from each company's Investor Relations Department.
Centura Banks, Inc. and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders of Centura in
favor of the merger. The directors and executive officers of Centura Banks, Inc.
include the following: R.H. Barnhardt, T.A. Betts, Jr., H.T. Bowers, D.T.
Clancy, S.M. Custer, E.L Evans, B.W. Franklin, S.J. Goldstein, S.E. Gravely,
J.H. High, R.L. Hubbard, W.H. Kincheloe, H.K. Landis III, C.T. Lane, W.H.
Murphy, J.H. Nelson, D.E. Painter Jr., O.T. Parks III, M.S. Patterson, F.L.
Pattillo, P.H. Pope, W.H. Redding Jr., C.M. Reeves III, B.T. Rogers. C.W. Sewell
Jr., G.T. Stronach III, A.P. Thorpe III, S.M. White Jr., W.H. Wilkerson, C.P.
Wilkins, and J.B. Williams. Collectively, as of January 25, 2001, the directors
and executive officers of CENTURA beneficially owned approximately 9% of the
outstanding shares of Centura common stock. Stockholders of Centura Banks, Inc.
may obtain additional information regarding the interests of such participants
by reading the proxy statement when it becomes available.
Media Contacts:
Andy Mus 404-875-1444 ext. 234 for Centura Banks, Inc.
Toronto Jeff Keay 416 974-5506 Royal Bank of Canada
Montreal Raymond Chouinard 514-874-6556 Royal Bank of Canada
New York Eric Starkman 212 461-2226 Starkman & Associates
Investor Relations Contacts:
Nabanita Merchant, senior vice-president 416-955-7803 Royal Bank
Anthony Ostler, senior manager 416-955-7804 Royal Bank
Steven Goldstein,
chief financial officer 252-454-8356 Centura Banks, Inc.
Conference Call Access:
Royal Bank of Canada and Centura Banks, Inc. invite interested investors to
listen to a conference call with analysts and institutional investors. The call
will take place at 9:30 a.m. EST, January 26, 2001. It will be accessible live
via the telephone and Internet and archived on both the Internet and telephone.
A media teleconference will commence at 10:30 a.m. EST.
Analysts' Call: 9:30 a.m. EST and archived commencing Noon EST
Live Telephone Access: 416-641-6711 (in Toronto) or 1-800-381-9619
Internet: www.royalbank.com/investorrelation/conference.html
Slide presentation available at:
http://www.royalbank.com/investorrelation/invpres.html
Phone recording: Available from Noon EST, January 26, 2001 to
midnight, February 2, 2001, by dialing
416 626-4100 (reservation number -17799885) or
1-800-558-5253 (reservation number - 17802971).
Media Conference Call: 1-888-568-1969 - 10:30 a.m. EST
Royal Bank Can (LSE:RBC)
Gráfico Histórico do Ativo
De Dez 2024 até Jan 2025
Royal Bank Can (LSE:RBC)
Gráfico Histórico do Ativo
De Jan 2024 até Jan 2025
