The Savannah Bancorp, Inc. and SCBT Financial Corporation to Merge
SAVANNAH, Ga. and COLUMBIA, S.C., Aug. 8, 2012 (GLOBE NEWSWIRE) -- The
Savannah Bancorp, Inc. (Nasdaq:SAVB) and SCBT Financial Corporation
(Nasdaq:SCBT) jointly announced today the signing of a definitive merger
agreement under which SCBT will acquire The Savannah Bancorp, Inc. for a total
value of approximately $67.1 million.
SCBT Financial Corporation operates in South Carolina as SCBT; in North
Carolina as NCBT, a division of SCBT, and in Georgia as Community Bank &
Trust, a division of SCBT.Providing financial services for over 78 years,
SCBT Financial Corporation operates 76 locations in 19 South Carolina
counties, 10 north Georgia counties, and Mecklenburg County in North
Carolina.SCBT Financial Corporation has assets of approximately $4.4 billion,
is the largest publicly traded bank holding company in South Carolina and its
stock is traded under the symbol SCBT in the NASDAQ Global Select Market.
"The Savannah Bancorp team has built a strong community bank with a great
reputation and excellent market share. We have known and respected The
Savannah Bancorp for quite some time and look forward to continuing their
legacy of service to the community.The cultures of our two organizations are
very similar and we believe this partnership is a great opportunity for the
customers, employees and shareholders of both companies," said Robert R. Hill,
Jr., president and CEO, SCBT Financial Corporation.
Upon completion of the transaction, the combined company will have
approximately $5.3 billion in total assets, $4.5 billion in total deposits,
$3.8 billion in total loans, and a network of 87 branches in the Carolinas and
Georgia.The two companies currently serve four common counties in South
Carolina and Georgia, where, on a pro forma basis, the combined company will
have $1.2 billion in deposits earning it the #3 ranking in market share
(source: SNL Financial). Minis & Co., Inc., combined with SCBT's existing
Wealth Management Group, will have total assets under management of
approximately $1.6 billion.
"We are pleased and excited to be joining forces with such a high-performing
and well capitalized banking company. We believe this combination will be a
win-win for our respective shareholders, and will enable our talented staff to
continue to focus on what they do best ~ serving our communities," said J.
Curtis Lewis, III, Chairman of the Board of The Savannah Bancorp, Inc.
"We have respected SCBT as a competitor and peer for many years and have
admired their ability to be successful throughout this economic downturn,"
said John C. Helmken, II, president and CEO of The Savannah Bancorp, Inc."Now
we bring that same admiration and respect to a partnership which joins two
like-minded management teams and cultures together.We believe this synergy of
similar values toward employees, customers, communities and shareholders
aligns so well that our two companies combined are more powerful as one."
The merger agreement has been unanimously approved by the board of directors
of each company.The transaction is expected to close in the fourth quarter of
2012 and is subject to customary conditions, including approval by both SCBT
and SAVB shareholders.At closing, The Savannah Bancorp will be merged into
SCBT Financial Corporation.
Under the terms of the agreement, shareholders of The Savannah Bancorp, Inc.
will receive 0.2503 shares of SCBT common stock for each share of SAVB common
stock.The stock issuance is valued at approximately $67.1 million in the
aggregate, based on 7,199,237 shares of SAVB common stock outstanding and on
SCBT's August 7, 2012 closing stock price of $37.21.
Keefe, Bruyette & Woods, Inc. served as financial advisor and Wachtell,
Lipton, Rosen & Katz provided legal counsel to SCBT Financial
Corporation.SunTrust Robinson Humphrey served as financial advisor, and FIG
Partners, LLC rendered a fairness opinion, to The Savannah Bancorp,
Inc.Sandler O'Neill & Partners, L.P. also assisted The Savannah Bancorp, Inc.
with the transaction.Alston & Bird LLP and Ellis, Painter, Ratterree & Adams
LLP served as legal counsel to The Savannah Bancorp, Inc.
SCBT Financial Corporation and The Savannah Bancorp, Inc. will host a
conference call this afternoon at 1:00 p.m. EDT.The conference call can be
accessed by dialing (866) 328-3013 or (914) 495-8535 for international
participants.The conference ID number is 17977117.The link to the webcast
can be found on www.SCBTonline.com under Investor Relations. A replay will be
available from 3:00 p.m. Eastern Time on August 8, 2012 until 11:59 p.m. on
August 17, 2012.To listen to the replay, dial (855) 859-2056 or (404)
537-3406.The pass code is 17977117.The event and slide presentation will
also be archived and available beginning August 9, 2012 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.SAVB and SCBT will prepare a joint proxy statement and other
relevant documents concerning the proposed transaction for their respective
shareholders.SAVB and SCBT 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
The Savannah Bancorp, Inc. and 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 The Savannah Bancorp,
Inc., Post Office Box 188, Savannah, GA 31401, Attention: Michael W. Harden,
Jr., Chief Financial Officer or SCBT Financial Corporation, Post Office Box
1030, Columbia, SC 29202, Attention: Richard C. Mathis, Executive Vice
President and Treasurer.
SAVB, SCBT and their respective directors and executive officers may be deemed
to be participants in the solicitation of proxies from the shareholders of
SAVB and SCBT in connection with the merger.Information about the directors
and executive officers of The Savannah Bancorp, Inc. and their ownership of
SAVB common stock is set forth in SAVB'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 The Savannah Bancorp'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.
The Savannah Bancorp, Inc.
The Savannah Bancorp, Inc., a bank holding company for The Savannah Bank,
N.A., Bryan Bank & Trust, and Minis & Co., Inc., is headquartered in Savannah,
Georgia and began operations in 1990. The Company has eleven branches in
Coastal Georgia and South Carolina.Its primary businesses include loan,
deposit, trust, asset management, and mortgage origination services provided
to local customers.
SCBT Financial Corporation
SCBT Financial Corporation, Columbia, South Carolina is a registered bank
holding company incorporated under the laws of South Carolina.The Company
operates in South Carolina as SCBT; in North Carolina as NCBT, a division of
SCBT, and in Georgia as Community Bank & Trust, a division of SCBT.Providing
financial services for over 78 years, SCBT Financial Corporation operates 76
locations in 19 South Carolina counties, 10 north Georgia counties, and
Mecklenburg County in North Carolina.SCBT Financial Corporation has assets of
approximately $4.4 billion, is the largest publicly traded bank holding
company in South Carolina and its stock is traded under the symbol SCBT in the
NASDAQ Global Select Market.More information can be found at
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. The Savannah Bancorp, Inc. 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 possibility that the proposed merger does not close when expected or
at all because required regulatory, shareholder or other approvals and other
conditions to closing are not received or satisfied on a timely basis, or at
all; (2) the terms of the proposed merger may need to be unfavorably modified
to satisfy such approvals or conditions; (3) the anticipated benefits from the
proposed merger are not realized in the time frame anticipated or at all as a
result of changes in general economic and market conditions, interest and
exchange rates, monetary policy, laws and regulations (including changes to
capital requirements) and their enforcement, and the degree of competition in
the geographic and business areas in which the companies operate; (4) the
potential inability to promptly and effectively integrate the businesses of
Savannah Bancorp and SCBT; (5) reputational risks and the reaction of the
companies' customers to the proposed merger; (6) diversion of management time
on merger-related issues; (7) changes in asset quality and credit risk; (8)
the inability to sustain revenue and earnings; (9) changes in interest rates
and capital markets; (10) inflation; (11) customer acceptance of our products
and services; (12) customer borrowing, repayment, investment and deposit
practices; (13) customer disintermediation; (14) the introduction, withdrawal,
success and timing of business initiatives; (15) competitive conditions; and
(16) the impact, extent and timing of technological changes, capital
management activities, and other actions of the Federal Reserve Board and
federal and state banking regulators, and legislative and regulatory actions
CONTACT: John C. Helmken II
President and CEO
Michael W. Harden, Jr.
Chief Financial Officer
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