Filed By: MountainBank Financial
Corporation
Subject Company: First Western Bank
Date: August 28, 2001
Pursuant to Rule 425 under the Securities Act of 1933
This filing contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements include but
are not limited to, (1) statements about the benefits of the combination of
MountainBank Financial Corporation and First Western Bank, including future
financial and operating results, cost savings, and enhanced revenues, (2)
statements with respect to MountainBank's and First Western's plans, objectives,
expectations and intentions and other statements that are not historical facts;
and (3) other statements identified by words such as "believes," "expects,"
"anticipates," "estimates," "intends," "plans," "targets," "projects," and
similar expressions. These statements are based upon the current beliefs and
expectations of MountainBank's and First Western's management and are subject to
significant risks and uncertainties. Actual results may differ from those set
forth in the forward-looking statements.
The following factors, among others, could cause actual results to differ
materially from the anticipated results or other expectations expressed in the
forward-looking statements: (1) the risk that the businesses of MountainBank and
First Western will not be integrated successfully or such integration may be
more difficult, time-consuming or costly than expected; (2) expected revenue
synergies and cost savings from the combination may not be fully realized or
realized within the expected time frame; (3) revenues following the combination
may be lower than expected; (4) deposit attrition, operating costs, customer
loss and business disruption following the merger, including, without
limitation, difficulties in maintaining relationships with employees, may be
greater than expected; (5) the ability to obtain governmental approvals of the
combination on the proposed terms and schedule; (6) the failure of First
Western's stockholders to approve the combination; (7) competitive pressures
among depository and other financial institutions may increase significantly and
have an effect on pricing, spending, third-party relationships and revenues; (8)
the strength of the United States economy in general and the strength of the
local economies in which the combined company will conduct operations may be
different than expected, resulting in, among other things, a deterioration in
the credit quality or a reduced demand for credit, including the resultant
effect on the combined company's loan portfolio and allowance for loan losses;
(9) changes in the U.S. legal and regulatory framework; and (10) adverse
conditions in the stock market, the public debt market and other capital markets
(including changes in interest rate conditions) and the impact of such
conditions on the combined company.
Additional factors that could cause MountainBank's and First Western's
results to differ materially from those described in the forward-looking
statements can be found in MountainBank's and First Western's reports (such as
Annual Reports on Form 10-K or 10-KSB, Quarterly Reports on Form 10-Q or 10-QSB
and Current Reports on Form 8-K) filed with the Securities and Exchange
Commission in the case of MountainBank and available at the SEC's Internet site
(http://www.sec.gov), or filed with the Federal Deposit Insurance Corporation in
the case of First Western. All subsequent written and oral forward-looking
statements concerning the proposed transaction or other matters attributable to
MountainBank and First Western or any person acting on their behalf are
expressly qualified in their entirety by the cautionary statements above.
MountainBank and First Western do not undertake any obligation to update any
forward-looking statement to reflect circumstances or events that occur after
the date the forward-looking statements are made.
The proposed transaction will be submitted to the stockholders of First
Western for their consideration. MountainBank will file a registration
statement, a prospectus (which will be combined with First Western's proxy
statement) and other related documents with the SEC, and First Western will file
a proxy statement(which will be combined with MountainBank's prospectus) and
other related documents with the FDIC, concerning the proposed transaction.
First Western's stockholders are urged to read the registration statement and
the combined proxy statement/prospectus, as well as any amendments or
supplements to those documents and any other filings containing information
about MountainBank or First Western, because they will contain important
information. You will be able to obtain a free copy of the registration
statement and combined proxy statement/prospectus as filed by MountainBank, as
well as other filings containing information about MountainBank, at the SEC's
Internet site (http://www.sec.gov). You will be able to obtain a copy of the
combined proxy statement/prospectus as filed by First Western, as well as other
filings containing information about First Western, by contacting the FDIC at
its Registration, Disclosure and Securities Operations Unit, 550 17th Street,
N.W., Room F-6043, Washington, D.C., telephone (202) 898-8913. Copies of the
combined proxy statement/prospectus and any SEC filings that will be
incorporated by reference in the combined proxy statement/prospectus, can also
be obtained, without charge, by directing a request to the President,
MountainBank Financial Corporation, 201 Wren Drive, Hendersonville, N.C. 28792,
telephone (828 693-7376), or to the President, First Western Bank, 600 West
Bypass, Burnsville, North Carolina 28714, telephone (828 682-1115).
MountainBank and First Western, and their respective directors and
executive officers may be deemed to be participants in the solicitation of
proxies from the stockholders of First Western in connection with the
combination. Information about the directors and executive officers of
MountainBank and their ownership of its common stock is set forth in the proxy
statement, dated April 27, 2001, for MountainBank's 2001 annual meeting of
stockholders, as filed with the SEC on Schedule 14A. Information about the
directors and executive officers of First Western and their ownership of its
common stock is set forth in the proxy statement, dated March 13, 2001, for
First Western's 2001 annual meeting of stockholders, as filed with the FDIC.
Additional information regarding the interests of those participants may be
obtained by reading the proxy statement/prospectus regarding the proposed
transaction when it becomes available.
THE FOLLOWING IS A JOINT PRESS RELEASE ISSUED BY MOUNTAINBANK FINANCIAL
CORPORATION AND FIRST WESTERN BANK ON AUGUST 28, 2001
PRESS RELEASE
-------------
Date: Tuesday August 28, 2001
Contact: J. W. Davis Ronald E. Deyton
President and Chief Executive Officer President and CEO
MountainBank Financial Corporation First Western Bank
(828) 693-7376 (828) 682-7744
Release Date: For Immediate Release
MOUNTAINBANK FINANCIAL CORPORATION AND FIRST WESTERN BANK
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ANNOUNCE AGREEMENT IN PRINCIPLE TO MERGE
----------------------------------------
HENDERSONVILLE and BURNSVILLE, N.C., August 28 / PR Newswire / -- The
Boards of Directors of MountainBank Financial Corporation (OTC Bulletin Board:
MBFC; parent company of MountainBank), Hendersonville, North Carolina and First
Western Bank (Nasdaq SmallCap: FWBN), Burnsville, North Carolina announced today
that they had agreed in principle for First Western Bank to be acquired by
MountainBank Financial Corporation. Shareholders of First Western Bank will
receive 0.50 shares of MountainBank Financial Corporation common stock for each
share of First Western Bank
common stock. The merger transaction is subject to execution of a definitive
agreement, the approval of the shareholders of First Western Bank, and the
approval of state and federal bank regulatory authorities. It is expected the
shareholders of First Western Bank will be called to vote on the merger during
the fourth quarter of this year, with an anticipated closing date of December
31, 2001. First Western Bank will be merged into and will operate under the name
MountainBank. The combined institution will be headquartered in Hendersonville,
North Carolina with J.W. Davis as President and Chief Executive Officer. Post-
merger, MountainBank will operate fourteen full service offices in Henderson,
Buncombe, Polk, Rutherford, McDowell, Haywood, Burke, Yancey and Mitchell
counties in western North Carolina. At that time, the combined institution will
be approximately $500 million in total assets.
As of June 30, 2001, MountainBank Financial Corporation had total assets of
$405.7 million, total deposits of $345.7 million and shareholders' equity of
$19.1 million. First Western Bank had total assets of $77.5 million, total
deposits of $60.7 million and shareholders' equity of $13.4 million. The closing
price of MountainBank Financial Corporation's common stock as reported on the
OTC Bulletin Board on August 27, 2001, was $27.95.
J.W. Davis, President of MountainBank Financial Corporation stated "Ron
Deyton and his Board of Directors have put together an outstanding banking
organization and we welcome them to the MountainBank family. This combination
will have a very positive impact upon the customers and communities we serve. We
are extremely gratified that First Western has agreed to be our partner in
building what we believe will be the premier community banking franchise in the
western Carolinas."
Ronald E. Deyton, President and CEO of First Western Bank stated "We are
delighted to be joining the MountainBank team. We believe the combination of our
two companies represents an outstanding opportunity for our shareholders and
customers alike. We look forward to being a part of such a rapidly growing and
dynamic organization."
MountainBank Financial Corporation's stock currently trades on the OTC
Bulletin Board under the symbol MBFC. MountainBank currently operates nine full
service offices in six western North Carolina counties. First Western Bank's
stock trades on the Nasdaq SmallCap market under the symbol FWBN and it
currently operates four full service offices in three western North Carolina
counties.
Forward-Looking Statements
This news release contains forward-looking statements. Such statements are
subject to certain factors that may cause the company's results to vary from
those expected. These factors include changing economic and financial market
conditions, competition, ability to execute our business plan, items already
mentioned in this press release, and other factors described in our filings with
the Securities and Exchange Commission. Readers are cautioned not to place undue
reliance on these forward-looking statements, which reflect management's
judgment only as of the date hereof. The company undertakes no obligation to
publicly revise these forward-looking statements to reflect events and
circumstances that arise after the date hereof.
SOURCE MountainBank Financial Corporation and First Western Bank
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