SCBT Financial Corporation (NASDAQ: SCBT) and First Financial
Holdings, Inc. (“First Financial”) (NASDAQ: FFCH) jointly announced
today the signing of a definitive merger agreement under which SCBT
and First Financial will merge to position the combined company to
become a premier regional bank.
“We are pleased to announce that two of the Southeast’s oldest,
strongest and largest banks are merging to form a dynamic banking
company. Our two banks complement each other significantly and,
because of our size, earnings power and strength, we will be
uniquely positioned to build a premier regional bank in the
Southeast,” said Robert R. Hill, Jr., president and CEO, SCBT
Financial Corporation. “This partnership benefits our customers,
shareholders and employees and is a unique opportunity to join two
local community banks with a similar history and culture. We have
admired and respected First Financial for a long time, and we are
fortunate to have the opportunity to build an even stronger company
together.”
Founded in 1934, First Financial operates First Federal Bank
(“First Federal”), which has 66 locations in the Carolinas and is
the third largest financial institution headquartered in South
Carolina, ranking 8th in deposit market share.
“For nearly 80 years, both SCBT and First Federal have
consistently served the financial needs of our customers and we
look forward to continuing this legacy,” said R. Wayne Hall,
president and CEO of First Financial. "We will collectively
continue to deliver the highest level of service, while maintaining
our community banking values. Together, we will collaborate to
evaluate our strengths and work to leverage the best of each of our
institutions.”
Upon completion of the transaction, the combined company will
have approximately $8.3 billion in total assets, $6.9 billion in
total deposits and $6.1 billion in total loans. On a pro forma
basis, the company will rank 5th in deposit market share in South
Carolina (source: SNL Financial). Together the two companies
operate a network of 148 branches in the Carolinas and generate
over $2 billion in mortgage loans, ranking 4th in mortgage market
share. First Financial’s Wealth Management Division when combined
with SCBT’s Wealth Management Group will have total assets under
management of approximately $2.35 billion.
The merger agreement has been unanimously approved by the board
of directors of each company. The transaction is expected to close
in the third quarter of 2013 and is subject to customary
conditions, including approval by both SCBT and First Financial
shareholders. At closing and upon shareholder approval, the
proposed holding company name will be First Financial Holdings,
Inc.
Under the terms of the agreement, SCBT Financial Corporation
will add five First Financial board members to the combined
company's board. Hall will be named president of SCBT Financial
Corporation and Paula Harper Bethea, the current chair of First
Financial, will assume the role of vice chair of the board. Hill
will continue to serve as CEO and Robert R. Horger will remain
chairman of the board.
Under the terms of the agreement, shareholders of First
Financial will receive 0.4237 shares of SCBT common stock for each
share of FFCH common stock, which equates to a deal value of $18.30
per share based on SCBT’s closing stock price of $43.18 on February
19, 2013. The stock issuance is valued at approximately $302.4
million in the aggregate, based on 16,526,752 shares of FFCH common
stock outstanding.
Keefe, Bruyette & Woods, Inc. served as financial advisor
and Wachtell, Lipton, Rosen & Katz provided legal counsel to
SCBT Financial Corporation. Sandler O’Neill + Partners, L.P.,
served as financial advisor and rendered a fairness opinion, to
First Financial Holdings, Inc. Kilpatrick Townsend & Stockton
LLP served as legal counsel to First Financial Holdings, Inc.
Webcast
SCBT Financial Corporation and First Financial Holdings, Inc.
will host a conference call today at 10:30 a.m. Eastern Time. The
conference call can be accessed by dialing 1-866-652-5200 or
1-412-317-6060 for international participants. The conference ID
number is 10025540. The link to the webcast can be found on
www.SCBTonline.com under Investor Relations. A replay will be
available from 12:00 p.m. Eastern Time on February 20, 2013 until 9
a.m. on March 7, 2013. To listen to the replay, dial 1-877-344-7529
or 1-412-317-0088. The pass code is 10025540. The event and slide
presentation will also be archived and available beginning February
20, 2013 by midnight Eastern Time in the Investor Relations section
of www.SCBTonline.com.
SCBT will file a registration statement and other relevant
documents concerning the transaction with the Securities and
Exchange Commission and appropriate state and federal banking
authorities as soon as is practical. SCBT and First Financial will
prepare a joint proxy statement and other relevant documents
concerning the proposed transaction for their respective
shareholders. SCBT and First Financial shareholders are urged to
read such proxy and registration statements regarding the proposed
transaction as they become available and any other relevant
documents filed with the SEC, as well as any amendments or
supplements to those documents because these will contain important
information. You will be able to obtain a free copy of the
registration statement, as well as other filings containing
information about SCBT Financial Corporation, at the SEC’s internet
site (http://www.sec.gov). The documents can also be obtained,
without charge, by directing a written request to either SCBT
Financial Corporation, Post Office Box 1030, Columbia, SC 29202,
Attention: Richard C. Mathis, Executive Vice President and
Treasurer, or First Financial Holdings, Inc., 2440 Mall Drive,
Charleston, SC 29406 Attention: Blaise Bettendorf, Chief Financial
Officer.
SCBT, First Financial and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the shareholders of SCBT and First
Financial in connection with the merger. Information about the
directors and executive officers of First Financial and their
ownership of FFCH common stock is set forth in First Financial’s
most recent proxy statement as filed with the SEC, which is
available at the SEC’s Internet site (http://www.sec.gov) and at
First Financial's address in the preceding paragraph. Information
about the directors and executive officers of SCBT Financial
Corporation and their ownership of SCBT common stock is set forth
in SCBT’s most recent proxy statement filed with the SEC and
available at the SEC’s internet site and from SCBT at the address
set forth in the preceding paragraph. Additional information
regarding the interests of these participants may be obtained by
reading the proxy statement/prospectus regarding the proposed
transaction when it becomes available.
SCBT Financial Corporation
SCBT Financial Corporation, Columbia, South Carolina is a
registered bank holding company incorporated under the laws of
South Carolina. The company consists of SCBT, the Bank and the
following divisions: NCBT, CBT, The Savannah Bank, and Minis &
Co., Inc. Providing financial services for over 79 years, SCBT
Financial Corporation operates 82 locations in 19 South Carolina
counties, 10 North Georgia counties, 2 coastal Georgia counties and
Mecklenburg County in North Carolina. SCBT Financial Corporation
has assets of approximately $5.1 billion and its stock is traded
under the symbol SCBT in the NASDAQ Global Select Market. More
information can be found at www.SCBTonline.com.
First Financial Holdings, Inc.
First Financial Holdings, Inc. ("First Financial") (NASDAQ:FFCH)
is a Charleston, South Carolina financial services provider with
$3.2 billion in total assets as of December 31, 2012. First
Financial offers integrated financial solutions, including
personal, business, and wealth management services. First
Federal Bank ("First Federal"), which was founded in 1934 and is
the primary subsidiary of First Financial, serves individuals and
businesses throughout coastal South Carolina, Florence, and
Greenville, South Carolina, and Wilmington, North Carolina. First
Financial subsidiaries include: First Federal; First Southeast
Investor Services, Inc., a registered broker-dealer; and First
Southeast 401(k) Fiduciaries, Inc., a registered investment
advisor. First Federal is the largest financial institution
headquartered in the Charleston, South Carolina metropolitan area
and the third largest financial institution headquartered in South
Carolina, based on asset size. Additional information about
First Financial is available at www.firstfinancialholdings.com.
Cautionary Statement Regarding Forward Looking
Statements
Statements included in this press release which are not
historical in nature are intended to be, and are hereby identified
as, forward looking statements for purposes of the safe harbor
provided by Section 21E of the Securities Exchange Act of 1934.
Forward looking statements generally include words such as
“expects,” “projects,” “anticipates,” “believes,” “intends,”
“estimates,” “strategy,” “plan,” “potential,” “possible” and other
similar expressions. SCBT Financial Corporation cautions readers
that forward looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially
from forecasted results. Such risks and uncertainties, include,
among others, the following possibilities: (1) the occurrence of
any event, change or other circumstances that could give rise to
the termination of the definitive merger agreement between SCBT and
First Financial Holdings, Inc.; (2) the outcome of any legal
proceedings that may be instituted against SCBT or First Financial
Holdings, Inc.; (3) the inability to complete the transactions
contemplated by the definitive merger agreement due to the failure
to satisfy each transaction’s respective conditions to completion,
including the receipt of regulatory approval; (4) credit risk
associated with an obligor's failure to meet the terms of any
contract with the bank or otherwise fail to perform as agreed; (5)
interest risk involving the effect of a change in interest rates on
both the bank's earnings and the market value of the portfolio
equity; (6) liquidity risk affecting the bank's ability to meet its
obligations when they come due; (7) price risk focusing on changes
in market factors that may affect the value of traded instruments
in "mark-to-market" portfolios; (8) transaction risk arising from
problems with service or product delivery; (9) compliance risk
involving risk to earnings or capital resulting from violations of
or nonconformance with laws, rules, regulations, prescribed
practices, or ethical standards; (10) strategic risk resulting from
adverse business decisions or improper implementation of business
decisions; (11) reputation risk that adversely affects earnings or
capital arising from negative public opinion; (12) terrorist
activities risk that results in loss of consumer confidence and
economic disruptions; (13) cybersecurity risk related to our
dependence on internal computer systems and the technology of
outside service providers, as well as the potential impacts of
third-party security breaches, subjects the company to potential
business disruptions or financial losses resulting from deliberate
attacks or unintentional events; (14) economic downturn risk
resulting in deterioration in the credit markets; (15) greater than
expected noninterest expenses; (16) excessive loan losses; (17)
failure to realize synergies and other financial benefits from, and
to limit liabilities associates with, mergers and acquisitions,
including mergers with Peoples Bancorporation (“Peoples”), The
Savannah Bancorp, Inc. (“Savannah”), and First Financial Holdings,
Inc., within the expected time frame; (18) potential deposit
attrition, higher than expected costs, customer loss and business
disruption associated with the integration of The Savannah Bancorp,
Inc .and First Financial Holdings, Inc., including, without
limitation, potential difficulties in maintaining relationships
with key personnel and other integration related-matters; (19) the
risks of fluctuations in market prices for SCBT stock that may or
may not reflect economic condition or performance of SCBT; (20) the
payment of dividends on SCBT is subject to regulatory supervision
as well as the discretion of the SCBT board of directors; and (21)
other factors, which could cause actual results to differ
materially from future results expressed or implied by such forward
looking statements.
First Financial (NASDAQ:FFCH)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
First Financial (NASDAQ:FFCH)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024