Exhibit 99.1
For Additional Information,
Contact Robert O. Bratton,
Chief Financial Officer
First Charter Corporation
(704) 721-4473
or
Jan H. Hollar,
Chief Financial Officer
Carolina First BancShares, Inc.
(704) 732-6208
For Immediate Release
November 8, 1999
First Charter Corporation and
Carolina First BancShares, Inc. Agree to Merge
Concord, North Carolina - First Charter Corporation (Nasdaq: FCTR) and Carolina
First BancShares, Inc. (Nasdaq: CFBI) jointly announced today that they have
entered into a definitive merger agreement for First Charter to acquire Carolina
First. Under the terms of the agreement, Carolina First BancShares, Inc. will be
merged into First Charter Corporation and each Carolina First shareholder will
receive 2.267 shares of First Charter common stock for each share of Carolina
First common stock. Based on First Charter's closing price on November 5, 1999,
the transaction is valued at approximately $260 million or $42.50 per share.
"The combination of First Charter and Carolina First is a key move in our
company's strategic plan in that it will strengthen our presence in several
attractive, high growth markets in the Charlotte Metropolitan area," said
Lawrence M. Kimbrough, Chief Executive Officer of First Charter Corporation.
"Merging with Carolina First will enable us to deliver our products and services
to an expanded customer base, continue strong earnings growth and create greater
value for our customers and shareholders."
When the merger is completed, First Charter will have $2.6 billion in assets,
$1.8 billion in deposits and 64 financial centers in North Carolina. The new
company will have the eighth largest deposit market share in North Carolina and
the fifth largest in Charlotte, which was recently recognized as the second
fastest growing city in the U.S. The pro-forma market capitalization will be
$583 million or 91st among all banks in the country.
Carolina First Chief Executive Officer James E. Burt, III stated, "The merger
with First Charter will give our customers a variety of benefits, including a
more extensive network of branches and ATMs, full service telephone banking, and
a broader array of financial services to meet their needs. We are excited about
the opportunities that will result from the merger of our two companies and
confident that our employees and shareholders will recognize the advantages
brought by First Charter's depth of management, commitment to exceptional
service quality and marketplace momentum."
Following the merger, Lawrence M. Kimbrough will continue in his role as
President and Chief Executive Officer of First Charter. James E. Burt, III will
become Chairman of the First Charter National Bank Board of Directors and a
member of the executive leadership team. Other members of the Carolina First
management team are expected to serve in key customer contact positions in
strategic markets.
Subject to certain conditions, including the approval of both companies'
shareholders and applicable regulatory authorities, the merger is expected to
close no later than the second quarter of 2000. The transaction is intended to
be tax-free to the shareholders of Carolina First and will be accounted for as a
pooling of interests.
First Charter Corporation is a regional bank holding company headquartered in
Concord, North Carolina, with $1.8 billion in assets. Through its banking
subsidiary, First Charter operates 33 financial centers, a full service
telephone banking center, and a network of 71 automated teller machines in North
Carolina. First Charter provides businesses and individuals with a broad range
of financial services, including banking, financial planning, funds management,
investments, insurance, mortgages and a full array of employee benefit programs.
Carolina First BancShares, Inc. is a bank holding company headquartered in
Lincolnton, North Carolina, with $774 million in assets. Through its three bank
subsidiaries, Lincoln Bank of North Carolina, Cabarrus Bank of North Carolina,
and Community Bank and Trust Company, it operates 31 full service offices in 12
counties. Carolina First maintains a number one deposit share in the South
Iredell and Lincoln County areas.
This news release contains forward-looking statements, including estimates of
future operating results and other forward-looking financial information for
First Charter Corporation and Carolina First BancShares, Inc. These estimates
constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. As such, the estimates involve
significant risks and uncertainties. Actual results may differ materially due to
such factors as: (1) expected cost savings from the merger not materializing
within the expected time frame; (2) revenues following the merger not meeting
expectations; (3) competitive pressures among financial institutions increasing
significantly; (4) costs or difficulties related to the integration of the
businesses of First Charter Corporation and Carolina First BancShares, Inc.
being greater than anticipated; (5) general economic conditions being less
favorable than anticipated; (6) legislation or regulatory changes adversely
affecting the business in which the combined company will be engaged; and (7)
the timing of the completion of the transactions.