Crescent Financial Bancshares, Inc. Receives Regulatory Approval to Merge Vantagesouth Bank into Crescent State Bank

  Crescent Financial Bancshares, Inc. Receives Regulatory Approval to Merge
  Vantagesouth Bank into Crescent State Bank

Business Wire

RALEIGH, N.C. -- November 08, 2012

Crescent Financial Bancshares, Inc. (Nasdaq: CRFN) (“Crescent Financial”),
Crescent State Bank, and VantageSouth Bank announced today that they have
received regulatory approval for VantageSouth Bank to merge into Crescent
State Bank. The combined bank will operate as VantageSouth Bank when the
merger is final.

"The proposed merger of Crescent State Bank and VantageSouth Bank will create
operating efficiencies for the combined institution and will provide the
combined banks with new markets, first-class teammates, and an established SBA
lending program”, said Scott Custer, President and CEO of Crescent Financial
Bancshares, Inc. “This is good news for customers because they will have
access to a larger ATM and branch network of 20 banking centers across central
and eastern North Carolina.”

Pursuant to terms of the merger agreement, each outstanding VantageSouth Bank
share will be converted at the exchange ratio into Crescent Financial shares.
The exchange ratio will be 4.8204 if Crescent Financial’s volume weighted
average stock price is at or above $5.25. If the Crescent Financial’s volume
weighted average stock price is at or below $4.75, the exchange ratio will be
5.3278, and if Crescent Financial’s volume weighted average stock price is
below $5.25 but above $4.75, the exchange ratio will be equal to $25.307
divided by a number equal to the volume weighted average market price of
Crescent Financial's shares during the thirty trading days preceding the date
that is four business days before the closing of the merger. VantageSouth bank
has 1,382,961 outstanding common shares.

The transaction is expected to close by the end of the year and is subject to
customary conditions, including shareholder approval.

Crescent State Bank will continue to grow in 2013. In September, Crescent
State Bank and East Carolina Bank jointly announced the signing of a
definitive merger agreement under which Crescent Financial will acquire ECB
Bancorp, Inc. for $17.75 per share or approximately $51.6 million. That
transaction is expected to close in the first half of 2013. The combined
Crescent State Bank, VantageSouth Bank and East Carolina Bank will operate
under the VantageSouth name, and it will be the largest community bank in
eastern North Carolina.

Crescent Financial was represented by Bryan Cave LLP. Sandler O'Neill +
Partners, L.P. served as financial advisor and provided a fairness opinion to
Crescent Financial’s special committee of independent directors, and Nelson
Mullins Riley & Scarborough LLP served as legal advisor to the special
committee. VantageSouth and Piedmont were represented by Kilpatrick Townsend &
Stockton LLP.

About Crescent State Bank:

Crescent State Bank is a state chartered bank operating fifteen banking
offices in Cary (2), Apex, Clayton, Holly Springs, Southern Pines, Pinehurst,
Sanford, Garner, Raleigh (3), Wilmington (2) and Knightdale, North Carolina.
Crescent Financial Bancshares, Inc. stock can be found on the NASDAQ Global
Market trading under the symbol CRFN. Investors can access additional
corporate information, product offerings and online services through the
Bank’s website at

About VantageSouth Bank:

VantageSouth Bank was established in 2006 and is headquartered in Burlington,
NC. It currently serves Alamance, Cumberland and Rowan counties and the
surrounding areas through five locations: Burlington (two), Fayetteville (one)
and Salisbury (two). VantageSouth’s securities are not registered under the
Exchange Act and, accordingly, VantageSouth does not file securities reports
with the SEC. However, additional financial and regulatory information is
available in Reports of Condition and Income (“Call Reports”) filed by
VantageSouth with the FDIC, which are publicly accessible at Such reports are not incorporated by reference in this
press release.

Forward-looking Statements

Information in this press release contains forward-looking statements. These
statements involve risks and uncertainties that could cause actual results to
differ materially from those anticipated by such forward-looking statements,
including without limitation: delays in obtaining or failure to receive
required regulatory approvals, including approval by the Office of the North
Carolina Commissioner of Banks and the FDIC; the possibility that fewer than
the required number of the Company’s stockholders vote to approve the issuance
of the shares pursuant to the merger; the occurrence of events that would have
a material adverse effect (as defined in the Agreement) on the Company or
VantageSouth; potential deposit attrition, higher than expected costs,
customer loss and business disruption associated with business integration,
including, without limitation, potential difficulties in maintaining
relationships with key personnel, technological integration, and other
integration related-matters; other uncertainties arising in connection with
the proposed merger; and risk factors that are discussed in the Company’s
filings with the Securities and Exchange Commission (“SEC”), including without
limitation its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q
and its Current Reports on Form 8-K. The Company does not undertake a duty to
update any forward-looking statements in this Form 8-K.

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect to
shareholder approval of the issuance of shares ("Shares") of the Company's
common stock pursuant to the merger. The Company will file a proxy statement
and other documents regarding the issuance of the shares pursuant to the
stockholders will be able to obtain the proxy statement and other relevant
documents free of charge at the SEC’s website,, and the
Company’s stockholders will receive information at an appropriate time on how
to obtain the proxy statement and other documents relating to the issuance of
the Shares and/or the merger for free from the Company. Such documents are not
currently available. The Company and its directors, executive officers,
certain members of management, and employees may have interests in the merger
or be deemed to be participants in the solicitation of proxies of the
Company’s stockholders to approve the issuance of the Shares pursuant to the
merger. Certain information regarding the participants and their interest in
the solicitation is set forth in the proxy statement for the Company’s 2012
Annual Meeting of Stockholders filed with the SEC on April 5, 2012.
Stockholders may obtain additional information regarding the interests of such
participants by reading the proxy statement relating to the issuance of the
Shares pursuant to the merger when it becomes available.


Crescent Financial Bancshares, Inc.
Analyst Contact:
Terry Earley, 919-659-9015
Chief Financial Officer
Media Contact:
Anna-Marshall Wilson, 919-882-1972
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