Merger to provide Florida Community Bank with Significant Expansion into Miami-Dade and Broward Counties with the addition of over $1.0 billion in assets and 25 locations Banking Institutions will Combine to be One of the Strongest Banking Organizations in Florida
WESTON, Fla. – Florida Community Bank, N.A. (“FCB” or the “Company”), a banking subsidiary of Bond Street Holdings, Inc. (“Bond Street”), today announced a strategic merger transaction with Great Florida Bank (“Great Florida”) that will, upon closing, result in creating Florida’s fourth largest independent banking institution. For Great Florida, the transaction will provide value for all stockholders relative to the present value of their investment and create a competitive community banking organization that is well positioned to meet the needs of its customers and communities for the long term.
The Company has entered into a merger agreement with Great Florida, which contemplates the merger of Great Florida into the Company. Upon completion of the merger, Great Florida’s stockholders will receive $3.24 per share in cash for each common share owned. The $3.24 per share merger consideration to be realized by Great Florida stockholders represents a substantial premium to the Great Florida’s average stock price over the preceding several years. The transaction is expected to be completed by the end of the fourth quarter of 2013, subject to customary conditions, including receipt of regulatory approvals and the approval of Great Florida stockholders.
“The transaction with Great Florida Bank is truly a ‘game changer’ for our Company as we have been eager to expand our presence in Miami, Florida’s largest metro market. We are a Florida Based, Florida Focused Company and the merger with Great Florida Bank adds significant scale to our brand and will result in meaningful synergies that will benefit customers and communities of both institutions,” added Kent Ellert, President and Chief Executive Officer of Florida Community Bank. “We are thrilled by the prospects of growing our banking platform with the addition of the Great Florida Bank team and the opportunities we foresee as we move together to build Florida’s leading independent commercial bank. Consistent with our previously completed eight successful acquisitions, this merger will significantly enhance our Florida footprint and will provide a foundation for us to augment our commercial lending team to further generate organic growth. We look forward to adding the employees of Great Florida Bank to our team and together creating an even stronger bank for our customers, employees and the communities we serve.”
M. Mehdi Ghomeshi, President and Chief Executive Officer of Great Florida Bank, said, “This merger is a win for our stockholders, customers and banking franchise. This business combination significantly enhances our combined abilities to be one of the financially strongest and most competitive community banking organizations in Florida. We are confident that this merger is a highly attractive strategic alignment for all of our constituents.”
Great Florida stated that its Board of Directors, with the assistance of the Board’s independent financial advisor, Hovde Group LLC, unanimously approved the merger.
When the transaction is completed, Florida Community Bank will become the fourth largest bank headquartered in Florida, with approximately $4.4 billion in assets and 67 locations along both Florida coasts and in southeast Florida.
Sullivan & Cromwell LLP acted as Florida Community Bank’s legal counsel in connection with the merger.
About Florida Community Bank – Formed in 2009 and headquartered in South Florida, Florida Community Bank has become the fifth largest independent bank in Florida. The Company is a community-oriented bank with over $3.4 billion in assets that operates 42 community banking branches along both Florida coasts and in the Orlando area. This transaction marks Florida Community Bank’s substantial expansion into the southeast Florida markets in Miami-Dade and Broward Counties. Sullivan & Cromwell LLP acted as Florida Community’s legal counsel in connection with the merger.
About Great Florida Bank – Great Florida Bank, a state chartered commercial bank, headquartered in Miami Lakes, Florida, is a community-oriented financial institution serving southeastern Florida markets through 25 full-service locations, with a focus on the Miami metropolitan area. Investors may obtain additional information about Great Florida Bank on the Internet at, under Investor Information.
Forward-looking Statements – This news release contains forward-looking statements within the meaning of the federal securities laws. Statements in this release that are not strictly historical are forward-looking and represent the Company’s expectations regarding future events. These forward-looking statements, identified by words such as “will,” “expected,” and “prospects,” involve risks and uncertainties that could cause the Company’s actual results or financial condition to differ, possibly materially, from those indicated in the forward-looking statements. These risks and uncertainties include that the merger may not be completed, general economic trends, changes in interest rates, increased competition, changes in consumer demand for financial services, other events affecting the industry generally, risks and uncertainties associated with newly developed or acquired operations, and market disruptions and other effects of terrorist activities. The Company undertakes no obligation to update or revise any forward-looking statement to reflect new information or future events or circumstances.
Additional Information – This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This communication is being made in respect of a proposed business combination transaction involving Great Florida Bank and Florida Community Bank, N.A. In connection with the proposed transaction, Great Florida Bank will distribute a proxy statement to its stockholders in connection with their vote on the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION REGARDING THE PROPOSED TRANSACTION, STOCKHOLDERS OF GREAT FLORIDA BANK ARE URGED TO READ THE PROXY STATEMENT CAREFULLY AND IN ITS ENTIRETY BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. The proxy statement will be mailed to stockholders of Great Florida Bank.
Additional information on Florida Community Bank may be obtained by visiting www.floridacommunitybank.com.