Filed by Bank of Granite Corporation
Pursuant to Rule 425 under the
Securities Act of 1933
And deemed filed pursuant to
Rule 14a-12 under the
Securities Exchange Act of 1934
Registration Statement No.: 333-176357
Subject Company: Bank of Granite Corporation
Commission File No.: 0-15956
Bank of Granite Corporation - Form Community Leader Letter
Below is a template for a letter sent by Bank of Granite Corporation to community leaders in the Bank of Granite Corporation community related to the proposed acquisition of Bank of Granite Corporation by FNB United Corp.
August 30, 2011
Dear Community Leader:
Bank of Granite is proud to be a good corporate citizen in the communities we serve. It is with this in mind that I am writing to you with exciting news about our company, which you may have read or heard about by this time.
Bank of Granite Corporation has reached an agreement to merge with FNB United Corp., parent company of CommunityONE Bank, N.A. At the same time, FNB United has obtained commitments to recapitalize the combined company with $310 million in new capital. During the past several years, we have faced significant financial challenges. We have explored a number of strategic options for addressing these issues and have concluded that a merger and a recapitalization plan with FNB United is the best course of action for all of our stakeholders.
It is important to note that the merger and the accompanying $310 million private capital raise is contingent on receipt of shareholder and regulatory approvals and numerous other conditions of closing. Two of the nation’s leading private equity firms, The Carlyle Group and Oak Hill Capital Partners, have each agreed to provide $79 million, while the remaining capital has been raised through a private placement.
Upon completion of the merger of the holding companies and the subsequent merger of the subsidiary banks, which is still several months away, the bank will operate as CommunityONE, with approximately $2.8 billion in assets, $2.4 billion in deposits and 63 full-service banking offices located across North Carolina. You will receive timely communication as we proceed through the integration. Until that time, your offices will continue to operate as Bank of Granite. A new management team will be put in place, led by native North Carolinians, Brian Simpson as CEO and Bob Reid as President, both of whom have extensive banking experience in leadership positions.
As a community leader, I hope you will see the proposed merger as positive. It means that your community will continue to have a strong community bank that is committed to small and mid-sized businesses, growing families and local neighborhoods. With additional capital and a seasoned management team, we believe the new organization will be well positioned for the future.
We will continue to keep you informed as the merger and recapitalization process continues over the next few months. In the meantime, please feel free to contact the bank with any feedback or questions you have.
Cordially,
R. Scott Anderson
President and Chief Executive Officer
Additional Information and Where to Find It
In connection with the proposed transaction between FNB United and Granite, FNB United filed with the SEC a registration statement on Form S-4 (File No. 333-176357). The registration statement includes a preliminary proxy statement/prospectus of FNB United that also constitutes a preliminary proxy statement of Bank of Granite. FNB United and Granite also plan to file with the SEC other relevant documents in connection with the proposed merger. The registration statement has not been declared effective by the SEC and the definitive proxy statement/prospectus is not currently available. Both FNB United and Granite will deliver the definitive proxy statement/prospectus to their respective shareholders and stockholders when it is available. The registration statement and the preliminary proxy statement/prospectus contain important information about FNB United, Granite, the proposed merger and recapitalization and related matters. Investors and security holders are urged to read carefully the preliminary proxy statement/prospectus and the definitive proxy statement/prospectus, when it becomes available, as well as other documents filed with the SEC, because they contain or will contain important information. Investors and security holders may obtain free copies of the registration statement and the preliminary proxy statement/prospectus and all other documents filed with the SEC by FNB United and Granite through the web site maintained by the SEC athttp://www.sec.gov. Investors and security holders will be able to obtain free copies of the documents filed with the SEC by FNB United on FNB United’s website athttp://www.MyYesBank.com or by contacting FNB United Investor Relations atInvestorRelations@MyYesBank.com. Investors and security holders will be able to obtain free copies of the documents filed with the SEC by Granite on Granite’s website athttp://www.bankofgranite.com or by contacting Granite Investor Relations atInvestorRelations@bankofgranite.com. The information on FNB United’s and Granite’s internet sites is not a part of the joint proxy statement/prospectus.
Participants in the Solicitation of Proxies
FNB United and Granite and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed merger. Information regarding FNB United’s directors and executive officers is available in the Registration Statement on Form S-4 filed with the SEC by FNB United on August 17, 2011, and information regarding Granite’s directors and executive officers is available in its proxy statement filed by Granite with the SEC on April 15, 2011. Other information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of FNB United’s shareholders and Granite’s stockholders in connection with the proposed merger is set forth in the preliminary proxy statement/prospectus described above. You can obtain copies of these documents free of charge using the contact information above.
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the United States Securities Act of 1933, as amended.