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NEWS For Release: January 23, 2003
BANK OF GRANITE AMENDS MERGER AGREEMENT
WITH CHARLOTTE'S FIRST COMMERCE BANK
Bank of Granite Corporation and First Commerce Corporation have amended
their definitive merger agreement originally signed December 18, 2002, according
to John A. Forlines, Jr., Chairman and Chief Executive Officer of Bank of
Granite, and Wesley W. Sturges, President and CEO of First Commerce.
The agreement was amended as a result of First Commerce receiving an
unsolicited offer from an out of state financial institution after announcing
the signing of the definitive agreement to merge with the Bank of Granite. Under
the terms of the amended agreement, Bank of Granite will issue 529,301 shares
and $9,562,611 cash to First Commerce shareholders, for a total deal value of
approximately $21.1 million. For each share owned, First Commerce shareholders
will be entitled to select either (i) $18.73 cash; (ii) a combination of cash
and stock; or (iii) 100% stock, subject to pro rata allocations described in the
agreement. The number of shares to be issued by Bank of Granite has been reduced
by 142,311 shares (approximately 21%) to equal approximately 50% of the merger
consideration. The transaction is intended to continue to qualify as a tax-free
reorganization under 368(a) of the Internal Revenue Code.
Mr. Forlines noted that, pursuant to its previously announced share
repurchase program, Bank of Granite Corporation intends to continue to purchase
its common stock subject to market conditions and compliance with applicable
legal requirements.
Mr. Forlines said that the restructured transaction continues to be an
attractive strategic acquisition for Bank of Granite, and he noted that, because
of the reduction in the number of shares to be issued in the transaction, the
financial impact on Bank of Granite's earnings per share is not expected to
differ materially from the anticipated impact under the previously-announced
transaction terms. The parties reiterated that they hope to consummate the
merger by the end of the second quarter of 2003.
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For further information, contact:
John A. Forlines, Jr., CEO Wesley W. Sturges, CEO
Bank of Granite Corporation First Commerce Corporation
828 496-2024 704 945-6561
jaforlines@bankofgranite.com wsturges@firstcommercebank.com
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The discussions included in this release contain statements that may be
deemed forward looking statements within the meaning of the Private Securities
Litigation Act of 1995, including Section 21E of the Securities Exchange Act of
1934 and Section 27A of the Securities Act of 1933. Such statements involve
known and unknown risks, uncertainties and other factors that may cause actual
results to differ materially from these statements. For the purposes of these
discussions, any statements that are not statements of historical fact may be
deemed to be forward looking statements. Such statements are often characterized
by the use of qualifying words such as "expects," "anticipates," "believes,"
"estimates," "plans," "projects," or other statements concerning opinions or
judgments of the Company and its management about future events. The accuracy of
such forward looking statements could be affected by certain factors, including
but not limited to, the financial success or changing conditions or strategies
of the Company's customers or vendors, fluctuations in interest rates, actions
of government regulators, the availability of capital and personnel, and general
economic conditions.
Bank of Granite Corporation, PO Box 128, Granite Falls, NC 28630
www.bankofgranite.com
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