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PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
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|X| Soliciting material pursuant to Rule 14a-12
SouthBanc Shares, Inc.
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(Name of Registrant as Specified in Its Charter)
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(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transactions applies:
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
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On July 16, 2001, SouthBanc Shares, Inc. ("SouthBanc") and National
Commerce Financial Corporation ("NCF") issued the following joint press release
which reported that NCF and SouthBanc had entered into an Agreement and Plan of
Reorganization, pursuant to which SouthBanc will be merged with and into NCF,
with NCF being the surviving entity:
NATIONAL COMMERCE FINANCIAL CORPORATION TO ACQUIRE SOUTHBANC
SHARES, INC.
ALSO ANNOUNCES PLANS FOR IN-STORE BANKING IN SOUTH CAROLINA
MEMPHIS, TENN., JULY 16, 2001 - National Commerce Financial Corporation (NCF)
(NASDAQ: NCBC) announced today that it has signed a definitive agreement to
acquire SouthBanc Shares, Inc. (NASDAQ: SBAN), which is headquartered in
Anderson, South Carolina. SouthBanc operates 11 branches, primarily in the
Greenville-Spartanburg-Anderson Metropolitan Statistical Area, and had $671
million in assets, $508 million in loans and $452 million in deposits, as of
March 31, 2001. Upon closing, SouthBank, the savings bank subsidiary of
SouthBanc, will be integrated into Central Carolina Bank and Trust Company
("CCB"), NCF's North and South Carolina banking subsidiary.
Also today, executives from NCF announced they plan to execute the Company's
in-store banking strategy in the South Carolina market and anticipate announcing
an agreement with a retailer in the market before the end of the week.
The SouthBanc transaction is valued at approximately $126 million and will be
accounted for as a purchase. Each SouthBanc shareholder can elect to receive
either $28.00 in cash, 1.1142 shares of NCF common stock, or $14.00 in cash plus
.5571 of a share of NCF common stock as consideration; however, the total
consideration must be paid 50% in NCF stock and 50% in cash. The acquisition,
which is expected to close in the fourth quarter of 2001, is subject to approval
by regulators and SouthBanc shareholders.
"This in-market acquisition, combined with our planned in-store locations, gives
us a greatly enhanced market presence in the high-growth
Greenville-Spartanburg-Anderson region," said Ernest
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C. Roessler, NCF president and chief executive officer. "SouthBanc has a long
history of outstanding service to its customers and we look forward to
continuing that record under the CCB name, while at the same time, offering new
products and services previously unavailable to those customers."
" We are extremely proud of the value we have created for our shareholders and
the service we have provided for our customers over our long history, "" stated
Robert W. "Lujack" Orr, President and Chief Executive Officer of SouthBanc. " We
look forward to combining with a company that shares our vision and will
continue this tradition."
The transaction represents a price to March 31, 2001 tangible book value ratio
of 1.49x and a price to SouthBanc's annualized core earnings for the quarter
ended March 31, 2001 of 16.8x. NCF expects to realize $5.7 million in annual
pre-tax cost savings from the consolidation. As a result, the acquisition will
be accretive to NCF's 2002 cash earnings per share.
ABOUT NATIONAL COMMERCE FINANCIAL
National Commerce Financial Corporation is a leading seller and marketer of
diversified financial and consulting services delivered through its national
network of banking and non-banking affiliates. With $18 billion in assets and
approximately 400 locations throughout the Southeast, NCF is headquartered in
Memphis, Tennessee, and maintains operational headquarters in Durham, North
Carolina. CCB, a wholly-owned subsidiary, operates 228 branches in North and
South Carolina, primarily located in MSAs along the I-85 corridor from
Raleigh-Durham-Chapel Hill, North Carolina to Greenville-Spartanburg-Anderson,
South Carolina.
This news release contains forward-looking statements (within the meaning of the
Private Securities Litigation Reform Act of 1995), which involve significant
risks and uncertainties. A variety of factors could cause actual results and
experience to differ materially from the anticipated results or other
expectations expressed in such forward-looking statements.
NCF does not assume any obligation to update these forward-looking statements or
to update the reasons why actual results could differ from those projected in
the forward-looking statements.
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Factors that might cause such a difference include, but are not limited to
competition from both financial and non-financial institutions; changes in
interest rates, deposit flows, loan demand and real estate values; changes in
legislation or regulation; changes in accounting principles, policies or
guidelines; the timing and occurrence (or non-occurrence) of transactions and
events that may be subject to circumstances beyond the control of NCF; and other
economic, competitive, governmental, regulatory and technological factors
affecting NCF specifically or the banking industry or economy generally.
NCF and SouthBanc will be filing a proxy statement/prospectus and other relevant
documents concerning the merger with the United States Securities and Exchange
Commission (the "SEC"). WE URGE INVESTORS TO READ THE PROXY STATEMENT/PROSPECTUS
AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC, BECAUSE THEY CONTAIN
IMPORTANT INFORMATION.
Investors will be able to obtain these documents free of charge at the SEC's web
site (www.sec.gov). In addition, documents filed with the SEC by NCF will be
available free of charge from the Chief Financial Officer, National Commerce
Financial Corporation, One Commerce Square, Memphis, Tennessee 38150. Documents
filed with the SEC by SouthBanc will be available free of charge from the
Corporate Secretary, SouthBanc Shares, Inc., 907 North Main Street, Anderson,
South Carolina 29621.
The directors, executive officers, and certain other members of management of
SouthBanc may be soliciting proxies in favor of the merger from the shareholders
of SouthBanc. For information about these directors, executive officers, and
members of management, shareholders are asked to refer to the most recent proxy
statement issued by SouthBanc, which is available at the address provided in the
preceding paragraph.