Pinnacle Financial to Acquire Cavalry Bancorp; Strategic Acquisition in Rapidly Growing Rutherford County, Tenn. Accretive to Pi
03 Outubro 2005 - 8:55AM
Business Wire
Pinnacle Financial Partners Inc. (Nasdaq: PNFP): Joint webcast to
begin at 10:00 a.m. CDT Oct. 3, 2005 http://www.pnfp.com Pinnacle
Financial Partners Inc. (Nasdaq: PNFP) and Cavalry Bancorp Inc.
(Nasdaq: CAVB) announced today a definitive agreement for Pinnacle
Financial Partners Inc. ("Pinnacle") to acquire all of the common
stock of Cavalry Bancorp Inc. ("Cavalry") in a stock transaction
valued at approximately $175.5 million based on the Sept. 30, 2005,
closing price of PNFP of $25.18 per common share. The combination
of Pinnacle and Cavalry provides many opportunities to both
companies' shareholders, including: -- Accretion to Pinnacle's
estimated earnings in 2006 on a GAAP basis -- Further
diversification of Pinnacle's revenue base with opportunities to
leverage insurance, investment management, trust and treasury
management services across the entire Pinnacle franchise --
Creation of the second-largest bank holding company in Tennessee --
An even stronger presence in the Nashville-Davidson-Murfreesboro
MSA, which is one the fastest growing in the United States,
particularly the core metropolitan counties of Davidson,
Rutherford, Williamson and Sumner where Pinnacle and Cavalry are
strategically well positioned -- No branch overlap and a modest
merger integration plan whereby Pinnacle will support its growth by
utilizing many of the operational areas at Cavalry Subject to
shareholder and regulatory approval, the transaction is expected to
close in the first quarter of 2006, creating the second largest
bank holding company headquartered in Tennessee. The combined
company will have projected assets of more than $1.6 billion and 17
offices in the rapidly growing Nashville-Davidson-Murfreesboro MSA.
The two firms will host a joint webcast conference call to discuss
the definitive agreement and other aspects of the business
combination at 10:00 a.m. CDT on Oct. 3, 2005. Interested parties
may access the webcast by logging on to http://www.pnfp.com and
selecting the webcast icon on Pinnacle's home page. The webcast is
expected to last approximately one hour and will be available for
60 days for those that cannot participate in the webcast at the
aforementioned time. "This combination affords one of the fastest
growing banks in the nation an opportunity to enter one of the
fastest growing counties in the nation with an established deposit
market share of 22 percent," said M. Terry Turner, Pinnacle
president and chief executive officer. "Pinnacle already had plans
to enter the Rutherford County market on a de novo basis at the end
of this year, and this transaction puts us several years ahead of
our growth plans in the Murfreesboro/Rutherford County market. We
expect to continue the very rapid growth we had planned on a
stand-alone basis, as well. Consequently, this is a matter of
Pinnacle simply finding a better way to execute its plan, as
opposed to substantively changing the plan." Cavalry, with $605
million in total assets and $539 million in deposits as of June 30,
2005, has eight offices in Rutherford County, the second largest
county in the Nashville-Davidson-Murfreesboro MSA with an estimated
population in excess of 200,000. At June 30, 2004, Cavalry held the
No. 2 deposit market share position in the rapidly growing
Rutherford County market, home to the largest undergraduate
university in the state - Middle Tennessee State University, State
Farm Insurance, Nissan Motor Manufacturing Corporation and over 150
manufacturers. Cavalry has one office in neighboring Bedford
County, also home to several large manufacturers. Pinnacle has
eight offices in three Nashville metropolitan counties and total
assets of $872 million and total deposits of $690 million as of
June 30, 2005. Pinnacle has been the fastest growing of the 186
commercial banks chartered in the U.S. in 2000. Ed C. Loughry Jr.,
chairman and chief executive officer of Cavalry, will become vice
chairman of the Pinnacle board of directors when the transaction is
complete. He will be joined on the Pinnacle board by two other
Cavalry board members. Cavalry Executive Vice President and Chief
Administrative Officer Bill Jones will be the Rutherford County
area executive for the combined company. Jones will also join the
Pinnacle leadership team. Cavalry President and Chief Operating
Officer Ronnie Knight will serve as a consultant to the combined
company, focusing his efforts on client retention and business
development. Loughry said, "Both firms bring unique strengths that
will create a very dynamic financial services firm in our
marketplaces. We admire Pinnacle's intense focus on distinctive
service and effective advice and are excited to be part of what has
proven to be an extremely successful business model. We will help
take advantage of both sets of resources, such as the moving of
Pinnacle's operations to our facilities in Murfreesboro and
expanding services we offer our current clients. This is truly a
win-win." Pinnacle Chairman Robert A. McCabe Jr. said, "The
complementary client base and product and service offerings of the
two firms will allow us to deepen our client relationships even
further and will provide the company additional fee income
opportunities. The combination also increases our lending capacity
to better serve our larger clients." McCabe said Pinnacle will
benefit from Cavalry's greater focus on retail business and its
strong presence in the retail and commercial real estate sectors.
Pinnacle will also leverage Cavalry's trust and insurance agency
capabilities across the combined company. Cavalry's clients will
have access to Pinnacle's extensive treasury management and
financial planning services and strong commercial banking
experience. Cavalry clients will have new conveniences such as
courier pick-up of deposits for commercial clients and free use of
any ATM anywhere in the world for many account types. Until the
combined company integrates its systems in mid-2006, Cavalry will
continue to operate under the Cavalry brand. The Cavalry name will
be changed to Pinnacle when the systems conversion is complete.
Pinnacle intends to move its deposit operations, item processing
and data processing functions to Murfreesboro after the transaction
closes. Under the terms of the definitive agreement, shareholders
of Cavalry will receive a fixed exchange of 0.95 shares of Pinnacle
common stock for each share of CAVB common stock they own, or
approximately 6.9 million shares of PNFP. Based on a closing price
of $25.18 for PNFP common stock on Sept. 30, 2005, each CAVB share
would be valued at $23.92 per share pursuant to the 0.95 exchange
ratio. As a result, Cavalry shareholders will own approximately 42
percent of the combined firm. Cavalry had approximately 7.3 million
common shares outstanding as of Sept. 30, 2005. The acquisition,
unanimously approved by the two companies' boards of directors,
will be accretive to Pinnacle's estimated earnings per share in
fiscal year 2006, exclusive of any merger-related charges.
Merger-related charges are anticipated to approximate $16.0 million
(pretax) and will impact the earnings of both companies in 2005 and
2006. It is anticipated that the resulting synergies from the
combination of the two firms will increase the combined company's
anticipated 2006 net earnings by approximately $500,000 to $1
million, including the amortization costs associated with
intangibles and the funding costs associated with the acquisition.
Raymond James & Associates Inc. served as financial advisor to
Pinnacle. Hovde Financial LLC acted as financial advisor to
Cavalry. In connection with the proposed acquisition of Cavalry,
Pinnacle will file with the Securities and Exchange Commission a
registration statement on Form S-4 to register the shares of
Pinnacle common stock to be issued to the shareholders of Cavalry.
The registration statement will include a joint proxy
statement/prospectus that will be sent to the shareholders of
Cavalry seeking their approval of the proposed transaction and to
the shareholders of Pinnacle seeking their approval of an amendment
to Pinnacle's charter to increase the number of its authorized
shares of common stock and approving the proposed transaction.
INVESTMENT OUTLOOK Management has developed several financial
forecast scenarios for the next several quarters. Pinnacle
continues to estimate that its third quarter 2005 diluted earnings
per share will approximate $0.21 to $0.22. Based on anticipated
growth trends and future investments in the franchise, Pinnacle
continues to estimate that diluted earnings per share for the year
ending Dec. 31, 2005, to range between $0.84 and $0.87.
Additionally, Pinnacle currently estimates total asset balances
will approximate $1 billion by the end of 2005 as a result of
continued organic growth. Pinnacle also estimates that its 2006
fully diluted earnings per share for the year ending Dec. 31, 2006,
to range between $1.14 and $1.22. All estimates are exclusive of
any merger-related expenses associated with the Cavalry acquisition
and assume the merger will occur pursuant to a prescribed plan,
which includes closing the transaction in the first quarter of 2006
and other factors. As noted previously, management has developed
several scenarios under which these estimates can be achieved and
believes these estimates to be reasonable based on these scenarios.
However, unanticipated events or developments may cause the actual
results of Pinnacle to differ materially from these estimates.
Pinnacle Financial Partners Inc., the largest financial services
firm headquartered in Nashville, provides a full range of banking,
investment and insurance products and services designed for small-
to mid-sized businesses and their owners. Pinnacle provides
financial planning services by a certified financial planner (CFP
(R)), and a number of Pinnacle's senior financial advisors provide
comprehensive wealth management services to help clients increase,
protect and distribute their assets. Pinnacle opened its first
office in October 2000 in Commerce Center in downtown Nashville.
Since then the firm has added offices in the Green Hills, Rivergate
and West End areas of Davidson County; in Brentwood, Cool Springs
and Franklin in Williamson County; and in Hendersonville in Sumner
County. Cavalry Bancorp is the parent of Cavalry Banking, a
community-oriented financial institution operating nine retail
offices in Rutherford and Bedford Counties in Middle Tennessee.
Additional information concerning Pinnacle can be accessed at
http://www.pnfp.com. Additional information concerning Cavalry can
be accessed at http://www.cavb.com. -0- *T Pinnacle Financial
Partners/Cavalry Bancorp Merger Combined Company Fact Sheet Size at
Closing Projected for January 2006 PNFP projected to be second
largest bank holding company headquartered in Tennessee Fifth
largest market share in Nashville-Davidson-Murfreesboro MSA - 5.3
percent (behind SunTrust, AmSouth, Bank of America, Regions Bank)
Combined assets of more than $1.6 billion Assets as of June 30,
2005: PNFP - $872 million Cavalry - $605 million Offices: Combined
17 Pinnacle: Eight total in the downtown, Green Hills, Rivergate,
and West End areas of Davidson County; the Brentwood, Cool Springs
and Franklin areas of Williamson County; and Hendersonville in
Sumner County (all in the Nashville-Davidson-Murfreesboro MSA)
Cavalry: Nine including six in Murfreesboro, Tenn., and two in
Smyrna, Tenn., in Rutherford County; and one in Shelbyville, Tenn.,
in neighboring Bedford County. Associates: 366 Pinnacle: 156
Cavalry: 210 Geographic Markets: Pinnacle's offices in Davidson,
Williamson and Sumner counties are in very high-growth markets. The
Nashville-Davidson-Murfreesboro MSA is the 18th fastest growing
market in population nationwide and the 4th fastest growing market
in per capita income nationwide. Williamson County has the highest
per capita income of any Tennessee county and is one of the fastest
growing counties in the state. Cavalry's offices in Rutherford
County are strategically positioned in the fastest growing county
in the nation based on its annualized job growth rate. The county
is home to many major employers, including Nissan's North American
operations, Middle Tennessee State University (the state's largest
undergraduate university), State Farm Insurance and the Alvin C.
York Veterans Hospital. Trading Symbols and Websites Pinnacle: PNFP
(Nasdaq) http://www.pnfp.com Cavalry: CAVB (Nasdaq)
http://www.cavb.com *T Additional Information and Where to Find It
In connection with the proposed merger, Pinnacle and Cavalry will
file a joint proxy statement/prospectus with the Securities and
Exchange Commission ("SEC"). INVESTORS AND SECURITY HOLDERS ARE
ENCOURAGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT
BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH
THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT PINNACLE, CAVALRY AND THE
PROPOSED TRANSACTION. Investors and security holders may obtain
free copies of these documents once they are available through the
website maintained by the SEC at http://www.sec.gov. Free copies of
the joint proxy statement/prospectus also may be obtained by
directing a request by telephone or mail to Pinnacle Financial
Partners Inc., 211 Commerce Street, Suite 300, Nashville, TN 37201,
Attention: Investor Relations (615) 744-3710 or Cavalry Banking
Corp., 114 West College Street, P.O. Box 188, Murfreesboro, TN
37133, Attention: Investor Relations (615) 849-2272. This
communication shall not constitute an offer to sell or the
solicitation of an offer to buy securities, 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.
Participants in the Solicitation The directors and executive
officers of Pinnacle and Cavalry may be deemed to be participants
in the solicitation of proxies with respect to the proposed
transaction. Information about Pinnacle's directors and executive
officers is contained in the proxy statement filed by Pinnacle with
the Securities and Exchange Commission on March 14, 2005, which is
available on Pinnacle's web site (www.pnfp.com) and at the address
provided above. Information about Cavalry's directors and executive
officers is contained in the proxy statement filed by Cavalry with
the Securities and Exchange Commission on March 18, 2005. Other
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests by
security holding or otherwise, will be contained in the joint proxy
statement/prospectus and other relevant material to be filed with
the Securities and Exchange Commission when they become available.
Forward-Looking Statements All statements, other than statements of
historical fact included in this release, are forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. The words "expect," "anticipate," "intend,"
"plan," "believe," "seek," "estimate" and similar expressions are
intended to identify such forward-looking statements, but other
statements not based on historical information may also be
considered forward-looking including statements about the benefits
of the merger to Pinnacle and Cavalry, future financial and
operating results and Pinnacle's plans, objectives and intentions.
All forward-looking statements are subject to risks, uncertainties
and other facts that may cause the actual results, performance or
achievements of Pinnacle to differ materially from any results
expressed or implied by such forward-looking statements. Such
factors include, among others, the risk that the cost savings and
any revenue synergies from the merger may be realized or take
longer than anticipated, disruption from the merger with customers,
suppliers or employee relationships, the risk of successful
integration of the two businesses, the failure of Cavalry or
Pinnacle shareholders to approve the merger and the ability to
obtain required governmental approvals of the proposed terms and
anticipated schedule. Additional factors which could affect the
forward looking statements can be found in the Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on
Form 8-K of both Pinnacle and Cavalry filed or furnished with the
Securities and Exchange Commission and available on the
Commission's website set forth above. Pinnacle and Cavalry disclaim
any obligation to update or revise any forward-looking statements
contained in this release, whether as a result of new information,
future events or otherwise.
Cavalry Bancorp (NASDAQ:CAVB)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
Cavalry Bancorp (NASDAQ:CAVB)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024