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First Coastal Corporation.
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[Norway Savings Bank Logo] [First Coastal Corp. Logo]
TWO OF MAINE'S OLDEST BANKS MERGE
TO FORM ONE OF THE LARGEST IN THE STATE
For Immediate Release
MONDAY, APRIL 2, 2001
CONTACT: ROBERT HARMON, PRESIDENT & CEO, NORWAY SAVINGS BANK (207) 743-7986
GREG CASWELL, PRESIDENT & CEO, COASTAL BANK (207) 772-3242
PORTLAND-MAINE, April 2-First Coastal Corporation (NASDAQ:FCME)("First
Coastal"), the parent company of Portland-based Coastal Bank, and Norway
Bancorp, the mutual holding parent company of Norway Savings Bank, today
announced a definitive agreement for Norway Bancorp to acquire First Coastal in
a cash acquisition at $21.00 for each outstanding share of First Coastal stock.
The transaction, which is expected to close in the third quarter of 2001 pending
shareholder and regulatory approval, is valued at approximately $27 million.
Under the terms of the agreement, which has been unanimously approved by the
Boards of Directors of both companies, the two banks will be merged, and Coastal
Bank will operate as a division of Norway Savings Bank. The combination of two
of Maine's oldest banking institutions will create the fourth largest Maine-
based bank, with approximately $580 million in combined assets, and 18 offices
in southern and western Maine. Coastal Bank was established in 1858, and Norway
Savings Bank was established in 1866. Norway's headquarters will remain in
Norway and the Coastal Bank division will continue to be headquartered in
Portland.
"This merger provides both banks the opportunity for growth and expansion while
maintaining our local bank philosophies and separate identities. This is the
best of both worlds - for the customers and for the communities served by the
two banks," stated Robert Harmon, President and Chief Executive Officer of
Norway Savings Bank. "We have similar cultures, goals for growth, and both offer
superior customer service. This merger allows us greater financial strength and
positions us to offer our customers more services and locations to do their
banking. Together we will continue to be a Maine-based, community bank which is
locally controlled and committed to high quality customer service."
Working together is not new for the two banks. Norway Savings Bank and Coastal
Bank are two of the three owners of Financial Institutions Service Corporation
(FISC) located in Lewiston, Maine. FISC was formed in 1977 and now serves more
than 150 financial institutions. "Smaller banks in Maine need to work together
to compete with the larger, out of state owned banks," said Harmon. Another
example of working together took place in 2000, when Norway Savings and Coastal
brought 18 Maine banks together to form Maine Cash AccessSM - a surcharge-free
alliance of more than 150 ATMs located throughout the State.
"The Board of First Coastal is extremely pleased to bring this transaction to
our stockholders," said Greg Caswell, President and Chief Executive Officer of
First Coastal. "This transaction allows the Company to maximize shareholder
value in advance of meeting the goals of our strategic plan, while preserving
the success and future of Coastal Bank. Norway Savings Bank will be a great
partner for Coastal Bank. Together we can further expand our product and
service offerings to our communities, while continuing to provide the
exceptional customer service for which both banks are noted."
The transaction must be approved by First Coastal's shareholders, the Maine
Bureau of Banking, FDIC and Federal Reserve Board. Subject to receipt of all
approvals, a closing is anticipated in the third quarter of 2001.
Certain matters discussed in this press release contain forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Certain, but not necessarily all, of such forward-looking statements can
be identified by the use of forward-looking terminology, such as "believes,"
"expects," "may," "will," "should," "estimates," or "anticipates" or the
negative thereof or other variations thereof or comparable terminology. All
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual transactions, results, performance or
achievements of First Coastal to be materially different from those expressed or
implied by such forward-looking statements. Although First Coastal has made such
statements based on assumptions which it believes to be reasonable, there can be
no assurance that the actual transactions, results, performance or achievements
will not differ materially from First Coastal's expectations. For example, there
are a number of important factors with respect to such forward-looking
statements that could materially and adversely affect the future results
associated with forward-looking statements, such as (i) the impact of changes in
market rates of interest, economic conditions, or competitive factors on First
Coastal's deposit products and loan demand and asset quality; (ii) the
possibility that certain transactions, such as the opening of new branches, the
introduction of new banking products or other planned or contemplated events,
may not occur or may not be initiated with the degree of success contemplated;
(iii) the possibility that operating expenses may be higher than anticipated;
(iv) the effect that changes in the general economic and competitive conditions
in markets in which First Coastal operates could have on First Coastal's
financial performance and condition; (v) First Coastal's ability to control its
provision for loan losses, and to achieve its goals with respect to net interest
rate spread and margin; (vi) the level of demand for new and existing products;
and (vii) legislative and regulatory changes, changes in tax policies, rates and
regulations and changes in accounting principles, policies or
guidelines. Should one or more of these risks or other uncertainties
materialize, or should underlying assumptions prove incorrect, actual results
may vary materially from those described in the forward-looking statements.
First Coastal does not intend to update forward-looking statements.
In connection with the merger, First Coastal will be filing a proxy statement
with the Securities and Exchange Commission. STOCKHOLDERS OF FIRST COASTAL ARE
URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free
copy of the proxy statement when it becomes available and other documents filed
by First Coastal with the Securities and Exchange Commission in connection with
the merger at the Securities and Exchange Commission's web site at www.sec.gov.
Stockholders of First Coastal may also obtain for free the proxy statement and
other documents filed by First Coastal in connection with the merger by
directing a request to: First Coastal Corporation, 1200 Congress Street,
Portland, Maine 04102, Attention: Corporate Secretary.
First Coastal and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from First Coastal stockholders in
favor of the merger. These directors and executive officers include the
following: Gregory T. Caswell, MaryEllen FitzGerald, Normand E. Simard, Edward
K. Simensky, David B. Hawkes, Sr., Charles A. Stewart III, Dennis D. Byrd, Roger
E. Klein and William E. Saufley. Collectively, as of March 31, 2001, the
directors and executive officers of First Coastal may be deemed to beneficially
own approximately 9.8% of the outstanding shares of First Coastal common stock.
Stockholders of First Coastal may obtain additional information regarding the
interests of the participants by reading the proxy statement when it becomes
available.
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