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FIRST BANCORP AND FIRST SAVINGS BANCORP AGREE TO MERGE
TROY, N.C., Dec. 16
First Bancorp (Nasdaq: FBNC - news), the parent company of First Bank,
a commercial bank with 34 branches and assets of approximately $535 million, and
First Savings Bancorp, Inc. (Nasdaq: SOPN - news), the parent company of First
Savings Bank of Moore County, a savings bank headquartered in Southern Pines, NC
with six branches and assets of $325 million, jointly announce today the signing
of a definitive merger agreement. The terms of the transaction provide for First
Bancorp to exchange 1.2468 shares of its common stock for each share of First
Savings Bancorp's stock. This transaction is expected to qualify as a tax-free
exchange.
The combined entity will have the number one market share in Moore
County and will be tenth in the state in terms of deposit size. Moore County is
one of the state's fastest growing and most attractive markets in the state.
Southern Pines and Pinehurst, site of the 1999 US Open Golf Championship, are
two of its prominent towns, and the county is also known for its excellent
health care system.
Jimmie Garner, President and CEO of First Bancorp, states, "We are
delighted to be joining forces with such a fine company. In leveraging First
Savings' mortgage loan expertise with our commercial banking experience, the
combined entity will be a formidable financial institution that will have a
great presence in the Sandhills area of North Carolina, one of the best regions
in the state. I am also excited to have the opportunity to work with Bill
Samuels, Chairman of First Savings Bancorp, and John Burns, President. Their
years of experience and commitment to quality service set them apart in this
competitive industry." Mr. Garner noted that Mr. Samuels will be joining First
Bancorp as Vice-Chairman of the Board of Directors, while Mr. Burns will join
five other First Savings Bancorp directors on the First Bancorp Board of
Directors, as well as assume an Executive Vice President position with the
company as the Moore County Regional Executive.
Bill Samuels and John Burns spoke on behalf of First Savings Bancorp:
"We are extremely pleased to be joining an institution like First Bancorp that
shares our beliefs in providing the very best in customer service. With the
additional products that we will be able to offer our existing customers, and
the expertise that we can leverage throughout the First Bank network, the future
is bright for our combined company."
Jimmie Garner added, "This merger combines two institutions with long-
standing traditions. First Bank's origins date back to 1935 and First Savings
Bank of Moore County was chartered in 1922. We will ensure that everything we do
going forward is consistent with our historical frameworks, the most fundamental
of which is to provide community banking services in a warm and friendly
manner."
Jimmie Garner also noted, "Upon the closing of the merger, the
anticipated dividend rate of the combined entity would be a blend of the rates
currently paid by First Bancorp and First Savings Bancorp, and is currently
expected to be an annualized rate of 76 cents per share. This represents a 68%
increase from the current level of 45.3 cents paid by First Bancorp."
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Bill Samuels stated, "With the high growth rates First Bancorp has
experienced in the past several years, we are excited about the potential for
future growth that the capital First Savings Bancorp is contributing makes
possible," he said. "At the same time, the projected dividend yield to
shareholders will still be among the highest in the state among banks," Mr.
Samuels added. The transaction is expected to be consummated in the second
quarter of 2000 and will result in a company with over $860 million in assets in
a 14 county region primarily across the central piedmont region of North
Carolina. The transaction is expected to qualify for pooling-of-interest
accounting and is subject to regulatory and shareholder approvals.
This news release contains forward-looking statements, including
estimates of future operating results and other forward-looking financial
information for First Bancorp and First Savings Bancorp, 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 Bancorp and First Savings Bancorp, 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.
First Bancorp - First Savings Bancorp
Information Sheet
Type of Transaction - Stock-for-stock tax-free pooling-of-interests
Expected Closing Date - Second quarter of 2000
Exchange Ratio - 1.2468 shares of First Bancorp stock for each share of
First Savings Bancorp stock Expected Dividend Rate -
$0.76 per share per year
Asset Size - First Bancorp - $535 million as of September 30, 1999
First Savings Bancorp - $324 million as of September 30, 1999
Net income - First Bancorp - $6.3 million for the 12 months ended
September 30, 1999
First Savings Bancorp - $5.2 million for the 12 months ended
September 30, 1999
Branches - First Bancorp - 34
Troy (3) Albemarle (2) Candor Lillington
Robbins Southern Pines Angier Denton
Locust Rockingham Pinehurst (2) Archdale
High Point Maxton Sanford (2) Aberdeen
Asheboro (2) Kannapolis Pinebluff Seagrove
Seven Lakes Bennett Laurel Hill Polkton
Vass Biscoe Laurinburg Richfield
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First Savings Bancorp - 6
Southern Pines (3)
Pinehurst
Carthage
Seven Lakes
Between the two companies, three branch consolidations are projected in
connection with the merger.
Combined
Organization - First Bancorp, headquarters - Troy, NC
7 directors of First Savings Bancorp to join the existing 11
directors of First Bancorp
Jack D. Briggs - Chairman of the Board Directors
William E. Samuels - Vice-Chairman of the Board of Directors
James H. Garner - President and CEO
John F. Burns - Executive VP, Regional Executive - Moore
County
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