Lake City, FL, November 7, 2017 – First Federal Bancorp, Inc. (“FFBI”), the holding company
of
First Federal Bank of Florida (“First Federal”) is pleased to announce the
signing of a definitive merger agreement under which FFBI will acquire Coastal
Banking Company, Inc. (OTCQX: CBCO), the holding company of CBC National Bank
(“CBC”).
CBC, is a $650.8 million-asset company
headquartered in Fernandina Beach, Florida. CBC currently has full-service bank
branches in Florida and South Carolina, with residential lending offices and small
business lending offices in Florida, Georgia, South Carolina, North Carolina,
Illinois, Ohio, Tennessee, and Maryland. This agreement would expand First
Federal’s bank branch presence to Ocala, Florida, and South Carolina, and
increase First Federal’s influence in Nassau County. First Federal will also
gain residential, SBA, and USDA lending offices across Florida and in multiple
states.
Under terms of the definitive merger agreement
between FFBI and CBCO, FFBI will pay $21.50 per share in cash for each CBCO
common share and stock option outstanding in a transaction valued at $83.2
million plus the repayment of $8.2 million of debt. The merger agreement has
been unanimously approved by the Boards of Directors of both FFBI and CBCO and
is subject to CBCO shareholder approval, customary closing conditions, and
regulatory approval and is expected to close late in the first quarter of 2018.
“We are delighted to announce this partnership
with CBC National Bank,” said Keith Leibfried, President and CEO of First
Federal. “CBC has built a strong reputation in the markets they serve and we
look forward to continuing that tradition. We share common values and traits
with CBC and want to extend a warm welcome to CBC employees, customers, and the
communities they serve.”
“This partnership with First Federal is a great
fit for our customers and the communities we serve,” said Mike Sanchez, Chairman
& CEO of Coastal Banking Company, Inc. “Our team will be able to build on
the strength and stability of First Federal and work together in providing our
customers with the convenience of 16 additional branch locations and a greater
level of service and benefits.”
Hovde Group LLC served as financial advisor to
FFBI and Smith Mackinnon, PA and Reznicsek, Shaw, Shaffer & Jeans provided
legal counsel to FFBI. The Burke Group
LLC served as financial advisor to CBCO and Bryan Cave, LLP served as legal
counsel.
First Federal Bank of Florida is a community
bank founded in the heart of North Florida in 1962. Today, First Federal is a
$1.5 billion-asset institution offering a full line of personal and business
financial solutions, loans, and services from Florida’s Panhandle to the First
Coast. First Federal is a mutual savings bank and continues to receive a
“5-Star, Superior” financial rating from BauerFinancial, Inc., of Coral Gables,
FL. For more information, visit www.ffbf.com.
Important Information for Investors and
Shareholders
This
communication relates to the proposed merger transaction involving FFBI, First
Federal, CBCO, and CBC and does not constitute an offer to sell or the
solicitation to buy any securities or solicitation of any vote or proxy. A definitive proxy statement will be mailed
to shareholders of CBCO. Before making any voting or investment
decision, investors and security holders of CBCO are urged to read the proxy
statement and other documents in their entirety when they become available
because they will contain important information about FFBI, First Federal, CBCO
and CBC. Investors and security
holders will be able to obtain free copies of the proxy statement (when
available) and other documents from CBCO, copies of which will be available
free of charge on CBCO’s website or by contacting CBCO.
FFBI,
First Federal, CBCO and CBC, their respective directors and executive officers
and other members of management and employees may be considered participants in
the solicitation of proxies in connection with the proposed transaction. Information on the directors and executive
officers of CBCO is set forth in its proxy statement for its 2017 annual
meeting of shareholders, which was posted on CBCO’s website. Other information regarding the participants
and the proxy solicitation and a description of their direct and indirect interests,
by security holdings or otherwise, will be contained in the proxy statement and
other relevant materials to be posted on CBCO’s website when they become
available.
Cautionary Notice Regarding Forward-Looking
Statements
This
communication contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, and is intended to be protected by the safe
harbor provided by the same. Forward-looking statements can be identified by
the use of the words "anticipate," "expect,"
"intend," "estimate," "target," and words of
similar import. Forward-looking statements are not historical facts but instead
express only management's beliefs regarding future results or events, many of
which, by their nature, are inherently uncertain and outside of management's
control. It is possible that actual results and outcomes may differ, possibly
materially, from the anticipated results or outcomes indicated in these
forward-looking statements. Risks and uncertainties to which these statements
are subject include, but are not limited to, the following:; the timing to
consummate the proposed merger; the risk that a condition to closing of the
proposed merger may not be satisfied; the parties' ability to achieve the
synergies and value creation contemplated by the proposed merger; the parties'
ability to promptly and effectively integrate the businesses of First Federal
and Coastal; the diversion of management time on issues related to the merger;
the failure to consummate or delay in consummating the merger for other
reasons; changes in laws or regulations; and changes in general economic
conditions. No assurances can be given
that any of the events anticipated by the forward-looking statements will
transpire or occur, or if any of them do so, what impact they will have on the
results of operations or financial condition of First Federal and Coastal.
Forward-looking statements are made only as of the date of this communication,
and neither First Federal nor Coastal undertakes any obligation to update any
forward-looking statements contained herein to reflect events or conditions
after the date hereof.
Nina Heringer
Director of Marketing
(386) 755-0600, ext. 3156
M:
(386) 697-6491
heringern@ffbf.com
