Exhibit 99
Press Release
First National And Carolina National Shareholders Approve Merger
SPARTANBURG and COLUMBIA, S.C., Dec. 13 / -- First National Bancshares, Inc.
("First National") (Nasdaq: FNSC) and Carolina National Corporation ("Carolina
National") (Nasdaq: CNCP) announced today that the shareholders of both
companies have approved their proposed merger.
Jerry L. Calvert, First National's President and Chief Executive Officer, said,
"We are pleased that shareholders of both companies support the proposed merger.
This transaction is the perfect opportunity to complement our existing presence
throughout South Carolina and expand on our current loan production office in
Columbia. We look forward to offering expanded loan and deposit products and
services to Carolina National's existing customers, while continuing to provide
the superior customer service they are accustomed to. We are proud to welcome
Carolina National's customers, employees and shareholders to our combined
company."
The transaction will create the ninth largest financial institution
headquartered in South Carolina and the eighth largest deposit franchise of
community banks operating in South Carolina based on information reported to the
FDIC as of June 30, 2007. The combined company will also be the sixth largest
publicly-traded financial institution headquartered in South Carolina with pro
forma market capitalization of approximately $83 million based on the pro forma
shares outstanding and the closing stock price of First National as of December
12, 2007. Based on financials as of September 30, 2007, the combined company
would have nearly $812 million in assets, over $673 million in net loans, and
approximately $648 million in deposits on a pro forma basis. Following the
merger, First National Bank of the South will operate eleven full-service
banking offices serving the Spartanburg, Greenville, Columbia, and Charleston
markets. No Carolina National branch closures are expected to result from the
transaction.
Roger Whaley, President and Chief Executive Officer of Carolina National, added,
"We are excited about joining the First National family, which will allow us to
provide even more products and enhanced services to our customer base. This
partnership will enable us to capitalize on the combined company's
infrastructure and continue to build on the strong foundation created by
Carolina National's directors and employees."
First National was advised by Nelson Mullins Riley & Scarborough LLP and Howe
Barnes Hoefer & Arnett, Inc. Carolina National was advised by Haynsworth Sinkler
Boyd, P.A. and McColl Partners, LLC.
Mr. Calvert concluded, "We look forward to the successful completion of this
merger and are eager to capitalize on the opportunities it represents. Thanks to
the additional capital, our combined company will be well positioned for future
asset growth and the expansion of the bank's branch network. In addition,
consolidating our resources and expertise will allow us to support economic
growth and development in our banking communities."
First National and Carolina National announced their intention to merge in
August 2007. The Federal Reserve Bank of Richmond, acting under authority
delegated by the Board of Governors of the Federal Reserve System, has approved
the application by First National Bancshares, Inc., Spartanburg, South Carolina,
to acquire Carolina National Corporation, Columbia, South Carolina, pursuant to
Section 3(a) (5) of the Bank Holding Company Act. Customary regulatory
applications for approval of the proposed merger are currently being reviewed by
the Office of the Comptroller of the Currency and the South Carolina Board of
Financial Institutions. The transaction is expected to close in the first
quarter of 2008, pending these regulatory approvals.
ABOUT FIRST NATIONAL
First National Bancshares, Inc. is a $574-million asset bank holding company
based in Spartanburg, South Carolina. Its common stock is traded on the NASDAQ
Global Market under the symbol FNSC. It was incorporated in 1999 to conduct
general banking business through its wholly-owned bank subsidiary, First
National Bank of the South.
First National Bank of the South provides a wide range of financial services to
consumer and commercial customers through three operating divisions - the
banking division, small business lending division, and the wholesale mortgage
lending division. The banking division operates seven full- service branches,
three in Spartanburg County operating as First National Bank of Spartanburg, and
four operating as First National Bank of the South in Charleston, Mount
Pleasant, Greenville and Greer. First National also operates loan production
offices in Columbia, Daniel Island and Rock Hill, South Carolina.
First National Bank also operates a small business lending division under the
name of First National Business Capital, and this division provides small
business lending services to customers in the Carolinas and Georgia. First
National Bank's wholesale mortgage lending division provides services to
community banks and mortgage brokers across the Southeast from its office on
North Main Street in Greenville. In addition to these services, First National
offers trust and investment management services to its customers through an
alliance with Colonial Trust Company, which has offices in Spartanburg and
Greenville. Additional information about First National is available online in
the Investor Relations section of www.firstnational-online.com.
ABOUT CAROLINA NATIONAL
Carolina National Corporation is $228-million asset bank holding company
headquartered in Columbia, South Carolina and conducts a general banking
business through its subsidiary, Carolina National Bank and Trust Company. The
bank opened on July 15, 2002, and conducts its activities from its main office,
three full-service branch offices, and loan production offices in the Columbia
and Rock Hill, South Carolina areas.
FORWARD-LOOKING STATEMENTS
Certain statements in this press release contain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995, such
as statements concerning our future growth, plans, objectives, expectations,
performance, events and the like, as well as any other statements, including
those regarding the proposed merger, that are not historical facts and are thus
prospective. Such forward-looking statements are subject to risks,
uncertainties, and other factors, including, but not limited to risks and
uncertainties, changes in worldwide and U.S. economic conditions, a downturn in
the economy or real estate market, construction delays and greater than expected
non-interest expenses or excessive loan losses and other factors which could
cause actual results to differ materially from future results expressed or
implied by such forward-looking statements. For a more detailed description of
factors that could cause or contribute to such differences, please see First
National's and Carol ina National's filings with the Securities and Exchange
Commission. Although we believe that the assumptions underlying the
forward-looking statements are reasonable, any of the assumptions could prove to
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be inaccurate. These projections and statements are based on management's
estimates and assumptions with respect to future events and financial
performance and are believed to be reasonable though they are inherently
uncertain and difficult to predict. Therefore, we can give no assurance that the
results contemplated in the forward-looking statements will be realized. The
inclusion of this forward-looking information should not be construed as a
representation by either company or any person that the future events, plans, or
expectations contemplated by either company will be achieved. First National and
Carolina National do not intend to and assume no responsibility for updating or
revising any forward-looking statement contained in this press release, whether
as a result of new information, future events or otherwise.
Source: First National Bancshares, Inc.
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