CenterState Banks, Inc. to Acquire Gulfstream Bancshares, Inc.
DAVENPORT, Fla., July 30, 2013 (GLOBE NEWSWIRE) -- CenterState Banks, Inc.
(Nasdaq:CSFL) announced today the signing of a definitive merger agreement
under which CenterState will acquire Gulfstream Bancshares, Inc. the parent
company of Gulfstream Business Bank. Upon completion of the holding company
merger, Gulfstream Business Bank will be merged with and into CenterState Bank
of Florida, NA.
Gulfstream, which is headquartered in Stuart, Florida, currently operates 4
banking locations along Florida's Treasure Coast which include Stuart, Port
St. Lucie, Jupiter, and Delray Beach. As of June 30, 2013, Gulfstream reported
assets of $572 million, loans of $368 million and deposits of $486 million.
"Gulfstream's management, Board of Directors, and entire team share our
culture and customer-focused approach, and we are pleased to welcome them,
their customers and their shareholders to CenterState," said Ernie Pinner,
Chairman, President, & CEO of CenterState Banks, Inc.
Upon completion of the acquisition, the combined company will have
approximately $2.9 billion in assets, $1.8 billion in loans and $2.5 billion
in deposits, with a branch network of 59 banking locations. This represents a
strategic and financially attractive combination of both companies'
shareholders with significant earnings accretion and accelerated
profitability. After the completion of this transaction, CenterState will be
one of the largest Florida- based community banks.
"Gulfstream Business Bank is a natural extension of our Florida and Treasure
Coast franchise into attractive areas with growth potential.We have admired
Gulfstream's niche focus on small businesses and medical practices," said John
Corbett, President & CEO of CenterState Bank of Florida."Gulfstream is
consistently one of Florida's highest performing banks and we are excited to
partner with such a high caliber team."
The merger agreement has been unanimously approved by the boards of directors
of each company. The transaction is expected to close in the first quarter of
2014 and is subject to customary conditions, including both regulatory
approvals and shareholder approval by Gulfstream shareholders. Subject to the
terms of the merger agreement, Gulfstream shareholders will receive 3.012
shares of CenterState's common stock and $14.65 in cash for each share of
Gulfstream's common stock, which equates to a deal value of $42.90 per share
based on CSFL's 20 day volume weighted average closing price ended July 26,
2013 of $9.38.In addition, if the volume weighted average closing sales price
of CenterState common stock during a specified time period prior to completion
of the merger is greater than $10.38, then the number of CenterState shares of
common stock issued for each share of Gulfstream common stock will be reduced
by dividing $31.28 by such average closing sales price.Based on CSFL's 20 day
volume weighted average closing price ended July 26, 2013 of $9.38, the
aggregate deal value is approximately $76.9 million.
"My team and I are very excited about the combination of CenterState and
Gulfstream.Both organizations share a deep commitment to their clients,
employees and communities", said John Tranter, GulfStream's President & CEO,
who will serve as EVP and Chief Banking Officer of CenterState after the
merger. "We look forward to our teams working together to further build the
preeminent community bank in the Southeast".
Raymond James served as financial advisor and Smith Mackinnon, PA provided
legal counsel to CenterState Banks, Inc.Hovde Group LLC served as financial
advisor and rendered a fairness opinion to GulfStream Bancshares,
Inc.andShutts & Bowen LLP served as legal counsel.
Conference Call Information
CenterState Banks, Inc. will host a conference call today at 8:30 a.m. EDT.
The conference call can be accessed by dialing 1-866-393-0571. The conference
passcode is 21941481. Alternatively, individuals may listen to the live
webcast of this call by visiting the link at CenterState's website at
www.centerstatebanks.com. A replay of the call will be available after the
close of business on July 30, 2013 until 11:59 p.m. on August 6^th on the
Investor Relations page of the CenterState Banks website,
CenterState Banks, Inc.
CenterState Banks, Inc., headquartered in Davenport, Florida, is a bank
holding company with one nationally chartered bank: CenterState Bank of
Florida, NA. Presently, the Company operates through 55 branches in 18
counties throughout Florida, providing traditional deposit and lending
products and services to its commercial and retail customers. The Company,
through its Correspondent Banking Department, also provides correspondent
banking services to over 600 Community banks located throughout the United
A presentation with additional information regarding the transaction will be
available on the Investor Relations page of www.centerstatebanks.com.
This communication is being made in respect of the proposed merger transaction
involving CenterState Banks, Inc. and Gulfstream Bancshares, Inc.This
communication does not constitute an offer to sell or the solicitation of an
offer to buy any securities or a solicitation of any vote or approval.In
connection with the proposed merger, CenterState Banks, Inc. will file with
the SEC a registration statement on Form S-4 that will include a proxy
statement/prospectus for the shareholders of Gulfstream Bancshares,
Inc.CenterState Banks, Inc. also plans to file other documents with the SEC
regarding the proposed merger transaction.Gulfstream Bancshares, Inc. will
mail the final proxy statement/prospectus to its shareholders.Before making
any voting or investment decision, investors are urged to read the proxy
statement/prospectus regarding the proposed transaction and any other relevant
documents carefully in their entirety when they become available because they
will contain important information about the proposed transaction.The proxy
statement/prospectus, as well as other filings containing information about
CenterState Banks, Inc. will be available without charge at the SEC's Internet
Forward Looking Statements:
Some of the statements in this news release constitute forward-looking
statements, within the meaning of the Securities Act of 1933 and the
Securities Exchange Act of 1934.These statements related to future events,
other future financial and operating performance, costs, revenues, economic
conditions in our markets, loan performance, credit risks, collateral values
and credit conditions, or business strategies, including expansion and
acquisition activities and may be identified by terminology such as "may,"
"will," "should," "scheduled," "plans," "intends," "anticipates," "expects,"
"believes," estimates," "potential," or "continue" or negative of such terms
or other comparable terminology.Actual events or results may differ
materially.In evaluating these statements, you should specifically consider
the factors described throughout this report.We cannot assure you that future
results, levels of activity, performance or goals will be achieved, and actual
results may differ from those set forth in the forward looking
statements.Forward-looking statements, with respect to our beliefs, plans,
objectives, goals, expectations, anticipations, estimates and intentions,
involve known and unknown risks, uncertainties and other factors, which may be
beyond our control, and which may cause the actual results, performance or
achievements of the Company or any of its subsidiaries to be materially
different from future results, performance or achievements expressed or
implied by such forward-looking statements.You should not expect us to update
any forward-looking statements.All written or oral forward-looking statements
attributable to us are expressly qualified in their entirety by this
cautionary notice, including, without limitation, those risks and
uncertainties described in our annual report on Form 10-K for the year ended
December 31, 2012, and otherwise in our SEC reports and filings.
CONTACT: Investor Relations Contacts
Ernest S. Pinner,
Chairman, President and CEO 863.206.4077
John C. Corbett,
EVP and Subsidiary Bank CEO 863.206.1458
James J. Antal,
Chief Financial Officer 863.604.5940
Stephen D. Young,
Treasurer and Subsidiary Bank COO 863.514.0741
CenterState Banks of Florida, Inc. Logo
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