South State Corporation (NASDAQ: SSB) announced today the
completion of its merger with Park Sterling Corporation (NASDAQ:
PSTB).
Under the terms of the merger agreement, Park Sterling
shareholders will receive 0.14 shares of South State common stock
in exchange for each Park Sterling share outstanding immediately
prior to the merger. Park Sterling Bank, the Park Sterling
Corporation bank subsidiary, has merged with South State Bank, a
South Carolina banking corporation and the wholly owned banking
subsidiary of South State Corporation.
“We are pleased to announce the completion of this merger with
Park Sterling and look forward to welcoming their employees and
customers to South State,” said Robert R. Hill, Jr., CEO of South
State Corporation. “This is a significant step forward in
accomplishing our vision to build a quality regional bank in the
Southeast.”
With this merger, South State Corporation has assets over $14
billion and a market capitalization of approximately $3
billion.
“We are proud to partner with South State and this combination
will fulfill the vision we laid out in 2010,” said James C. Cherry,
CEO of Park Sterling Corporation. “Together, we have the scale and
resources necessary to deliver value-added services to our
customers.”
As a result of the merger, 53 locations will be added to the
South State footprint, 5 in Georgia, 23 in South Carolina, 17 in
North Carolina and 8 in Virginia. This provides increased
accessibility and convenience for customers with 170 locations and
over 200 ATMs throughout South State’s banking network. South State
anticipates that the system conversion and transition of Park
Sterling branch signage will occur in the second quarter of
2018.
In addition, in connection with the merger, Cherry and Jean E.
Davis, a former director of Park Sterling, have been appointed to
the South State Corporation and Bank Board of Directors. Cherry has
served as CEO of Park Sterling Corporation since its inception.
Prior to Park Sterling, he served in numerous executive roles for
Wachovia Corporation. Cherry is currently a director of Armada
Hoffler Properties, Inc. (NYSE:AHH), a Virginia-based REIT.
Davis has been a director of Park Sterling Corporation since
2011. In 2006, she retired from Wachovia Corporation as Head of
Operations, Technology and e-Commerce. She currently chairs both
the Safe Alliance Board of Directors and the Charlotte Latin School
Board of Trustees.
Information about the customer transition is available at
SouthStateBank.com.
South State Corporation (NASDAQ: SSB) is a financial services
company headquartered in Columbia, South Carolina, with over $14
billion in assets. South State Bank, the company’s primary
subsidiary, provides consumer, commercial, mortgage and wealth
management solutions throughout the Carolinas, Georgia and
Virginia. South State has served customers since 1934. Additional
information is available at SouthStateBank.com.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
Statements included in this communication, 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 27A of the Securities Act of 1933 and 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.
South State Corporation (“South State”) cautions readers that
forward looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially
from anticipated results. Such risks and uncertainties, include,
among others, the following possibilities: (1) the outcome of any
legal proceedings instituted against South State or Park Sterling
Corporation (“Park Sterling”); (2) the possibility that the
anticipated benefits of the transaction are not realized when
expected or at all, including as a result of the impact of, or
problems arising from, the integration of the two companies or as a
result of the strength of the economy and competitive factors in
the areas where South State and Park Sterling do business; (3) the
possibility that the transaction may be more expensive to complete
than anticipated, including as a result of unexpected factors or
events; (4) diversion of management’s attention from ongoing
business operations and opportunities; (5) potential adverse
reactions or changes to business or employee relationships,
including those resulting from the announcement or completion of
the transaction; (6) South State’s ability to complete the
integration of Park Sterling successfully; (7) credit risks
associated with an obligor’s failure to meet the terms of any
contract with the bank or otherwise fail to perform as agreed under
the terms of any loan-related document; (8) interest risk involving
the effect of a change in interest rates on the bank’s earnings,
the market value of the bank’s loan and securities portfolios, and
the market value of South State’s equity; (9) liquidity risk
affecting the bank’s ability to meet its obligations when they come
due; (10) risks associated with an anticipated increase in South
State’s investment securities portfolio, including risks associated
with acquiring and holding investment securities or potentially
determining that the amount of investment securities South State
desires to acquire are not available on terms acceptable to South
State; (11) price risk focusing on changes in market factors that
may affect the value of traded instruments in “mark-to-market”
portfolios; (12) transaction risk arising from problems with
service or product delivery; (13) compliance risk involving risk to
earnings or capital resulting from violations of or nonconformance
with laws, rules, regulations, prescribed practices, or ethical
standards; (14) regulatory change risk resulting from new laws,
rules, regulations, accounting principles, proscribed practices or
ethical standards, including, without limitation, increased capital
requirements (including, without limitation, the impact of the
capital rules adopted to implement Basel III), Consumer Financial
Protection Bureau rules and regulations, and potential changes in
accounting principles relating to loan loss recognition; (15)
strategic risk resulting from adverse business decisions or
improper implementation of business decisions; (16) reputation risk
that adversely affects earnings or capital arising from negative
public opinion; (17) terrorist activities risk that results in loss
of consumer confidence and economic disruptions; (18) cybersecurity
risk related to the dependence of South State and Park Sterling on
internal computer systems and the technology of outside service
providers, as well as the potential impacts of third party security
breaches, subjects each company to potential business disruptions
or financial losses resulting from deliberate attacks or
unintentional events; (19) economic downturn risk potentially
resulting in deterioration in the credit markets, greater than
expected non-interest expenses, excessive loan losses and other
negative consequences, with risks could be exacerbated by potential
negative economic developments resulting from federal spending cuts
and/or one or more federal budget-related impasses or actions; (20)
greater than expected noninterest expenses; (21) excessive loan
losses; (22) failure to realize synergies and other financial
benefits from, and to limit liabilities associated with, mergers
and acquisitions within the expected time frame; (23) potential
deposit attrition, higher than expected costs, customer loss and
business disruption associated with merger and acquisition
integration, including, without limitation, potential difficulties
in maintaining relationships with key personnel and other
integration related-matters; (24) the risks of fluctuations in
market prices for South State common stock that may or may not
reflect economic condition or performance of South State; (25) the
payment of dividends on South State common stock is subject to
regulatory supervision as well as the discretion of the board of
directors of South State, South State’s performance and other
factors; and (26) other risks and uncertainties disclosed in South
State’s or Park Sterling’s most recent Annual Report on Form 10-K
filed with the U.S. Securities and Exchange Commission (“SEC) or
disclosed in documents filed or furnished by South State or Park
Sterling with or to the SEC after the filing of such Annual Reports
on Form 10-K, and of which could cause actual results to differ
materially from future results expressed, implied or otherwise
anticipated by such forward-looking statements.
All forward-looking statements speak only as of the date they
are made and are based on information available at that time. South
State does not undertake any obligation to update or otherwise
revise any forward-looking statements, whether as a result of new
information, future events, or otherwise, except as required by
federal securities laws. As forward-looking statements involve
significant risks and uncertainties, caution should be exercised
against placing undue reliance on such statements.
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version on businesswire.com: http://www.businesswire.com/news/home/20171201005112/en/
South State CorporationMedia Contact:Kellee McGahey,
843-529-5574orInvestor Contact:Jim Mabry, 843-529-5593
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