SCBT Financial Corporation Completes Merger with First Financial Holdings, Inc.
SCBT Financial Corporation Completes Merger with First Financial Holdings, Inc. Business Wire COLUMBIA, S.C. -- July 26, 2013 SCBT Financial Corporation (NASDAQ: SCBT) (the “Company”) announced today the completion of its merger with First Financial Holdings, Inc. (NASDAQ: FFCH)(“First Financial”). Under the terms of the merger agreement, First Financial shareholders will receive 0.4237 shares of the Company’s common stock in exchange for each First Financial share they owned, or an aggregate of approximately 7,020,000 shares of the Company’s common stock. First Financial’s bank subsidiary, First Federal Bank (“First Federal”) has merged with SCBT, a South Carolina banking corporation and the wholly-owned banking subsidiary of the Company, and will operate as First Federal, a Division of SCBT until conversion is completed in mid-2014. SCBT will also continue to operate the existing First Financial subsidiaries First Southeast Investor Services, a wholly owned broker dealer and First Southeast 401k Fiduciaries, a registered investment advisor. “We are very pleased to announce the completion of the largest in-state merger in South Carolina history. I am equally pleased with the very strong shareholder and customer support,” said Robert R. Hill, Jr., chief executive officer of the Company. “Together, these long standing banking institutions create a very convenient bank for our customers while retaining local decisions, local leadership and a community bank culture.” The combined company will be the largest publicly traded bank holding company headquartered in South Carolina and will rank fifth by deposit market share in South Carolina. “While this is a new journey for First Federal, our course remains a natural extension of the road taken 79 years ago – deliberate decisions based on traditional values and customer needs. We believe our combined future is as promising and exciting as our past,” said R. Wayne Hall, president of the Company. Upon completion of the merger, 65 full-service banking locations will be added in North Carolina and South Carolina increasing accessibility and convenience for customers. The combined company will operate 146 full-service banking locations in its three-state banking network. With the addition of First Federal offices located in North Carolina, SCBT will now have a presence in Wilmington and has expanded service to include Brunswick, New Hanover and Pender counties. Five former First Financial board members are being added to the board of directors of the Company. These include Hall, Ed Shelley, Jr., Richard Salmons, Jr., Thomas Johnson, and Paula Harper Bethea, who will serve as vice chairman. As described in the merger agreement, the name of the Company will be changed from “SCBT Financial Corporation” to “First Financial Holdings, Inc.”, however, the Company’s common stock will continue to trade under the symbol SCBT on the NASDAQ Global Select Market. About the Company 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 subsidiary of the Company and the following divisions: NCBT, CBT, The Savannah Bank, and Minis & Co., Inc. Providing financial services for over 79 years, the Company operates 81 locations in 19 South Carolina counties, 10 North Georgia counties, 2 Coastal Georgia counties and Mecklenburg County in North Carolina. The Company has assets of approximately $5.0 billion and its stock is traded under the symbol “SCBT” on the NASDAQ Global Select Market. More information can be found at www.SCBTonline.com. Cautionary Statement Regarding Forward Looking Statements Statements included in this report 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. The Company 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 the Company and First Financial; (2) the outcome of any legal proceedings that may be instituted against the Company or First Financial; (3) the inability to complete the transactions contemplated by the 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, The Savannah Bancorp, Inc. (“Savannah”), and First Financial, within the expected time frame; (18) potential deposit attrition, higher than expected costs, customer loss and business disruption associated with the integration of Savannah and First Financial, 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 Company common stock that may or may not reflect economic condition or performance of the Company; (20) the payment of dividends on Company common stock is subject to regulatory supervision as well as the discretion of the board of directors of the Company; and (21) other factors, which could cause actual results to differ materially from future results expressed or implied by such forward looking statements. Contact: SCBT Financial Corporation Analyst Contact: John C. Pollok, 803-765-4628 or Media Contact: Donna Pullen, 803-765-4558