BIRMINGHAM, AL and BRADENTON, FL (March 20, 2018) (GLOBE NEWSWIRE) – National Commerce Corporation (Nasdaq: NCOM) (“NCC”), the parent company of National Bank of Commerce (“NBC”), headquartered in Birmingham, Alabama, and Premier Community Bank of Florida (“Premier”), headquartered in Bradenton, Florida, today jointly announced the signing of a definitive agreement providing for the merger of Premier with and into NBC. Subsequent to the merger, the current offices of Premier will continue to operate as “Premier Community Bank of Florida, a division of National Bank of Commerce” under Premier’s existing management team. The transaction is expected to result in a combined institution with approximately $3.4 billion in assets.
“We are excited to announce the merger with Premier,” said Richard Murray, IV, President and Chief Executive Officer of NCC and NBC. “We have known Jim Kuhlman and followed his career for several years, and we look forward to the opportunity to work with him and his team to build a great company together. We believe Premier’s growing core deposit base, led by its community/homeowners’ association deposit business and core banking business, will be of great value to our company.”
James F. Kuhlman, President and Chief Executive Officer of Premier, also commented on the announcement, saying, “We are very pleased to announce our affiliation with NCC and NBC. We believe that this combination will allow us to better serve our customers, employees, shareholders and communities through greater size, strength and decentralized structure. The continued use of the Premier Community Bank name is a strong commitment to the latter.”
Under the terms of the definitive agreement, each share of common stock of Premier issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive 0.4218 shares of NCC common stock and $0.93 in cash. Each outstanding option to purchase shares of Premier common stock will be assumed by NCC and become an option to purchase shares of NCC common stock, with the exercise price and number of shares underlying the option adjusted according to a conversion ratio of 0.4440. NCC expects the transaction to result in minimal tangible book value per share dilution, with an expected earn-back period of less than one year.
The boards of directors of NCC, NBC and Premier have approved the transaction. The transaction is subject to customary closing conditions, including receipt of regulatory approvals and approval by Premier’s shareholders.
Keefe, Bruyette & Woods, Inc. acted as financial adviser to NCC, and Maynard, Cooper & Gale, P.C. acted as its legal adviser. Hovde Group, LLC acted as financial adviser to Premier, and Smith Mackinnon, PA acted as its legal adviser.
Conference Call Details
NCC will host a conference call on Wednesday, March 21, 2018, at 8:00 a.m. Central Time to discuss the merger. Investors may call in (toll free) by dialing (844) 296-8205 (conference ID 2894366). Alternatively, individuals may listen to the live webcast of the conference call by visiting www.nationalbankofcommerce.com/investor-relations.htm. The presentation materials to be used during the conference call/webcast will be posted to the same website in advance of the conference call/webcast. A replay of the webcast will be available on the website for one year.
About National Commerce Corporation
National Commerce Corporation (Nasdaq: NCOM), a Delaware corporation, is a financial holding company headquartered in Birmingham, Alabama. Substantially all of the operations of National Commerce Corporation are conducted through the company’s wholly owned subsidiary, National Bank of Commerce. National Bank of Commerce currently operates seven full-service banking offices in Alabama, twenty-two full-service banking offices in central and northeast Florida (including under the trade names United Legacy Bank, Reunion Bank of Florida, Patriot Bank and FirstAtlantic Bank) and two full-service banking offices in Atlanta, Georgia (including under the trade names Private Bank of Buckhead, Private Bank of Decatur and PrivatePlus Mortgage). National Bank of Commerce provides a broad range of financial services for commercial and consumer customers.
Additionally, National Bank of Commerce owns a majority stake in Corporate Billing, LLC, a transaction-based finance company headquartered in Decatur, Alabama that provides factoring, invoicing, collection and accounts receivable management services to transportation companies and automotive parts and service providers throughout the United States and parts of Canada.
National Commerce Corporation files periodic reports with the U.S. Securities and Exchange Commission (the “SEC”). Copies of its filings may be obtained through the SEC’s website at www.sec.gov or at www.nationalbankofcommerce.com. More information about National Commerce Corporation and National Bank of Commerce may be obtained at www.nationalbankofcommerce.com.
About Premier Community Bank of Florida
Premier Community Bank of Florida is a full-service community bank headquartered in Bradenton, Florida. Premier has approximately $236 million in assets and operates four financial centers located in Bradenton, Parrish and Venice, Florida. Premier is dedicated to serving businesses, professionals and consumers while offering a full array of banking services. For additional information about Premier, visit www.pcbfl.bank.
Contact Information Richard Murray, IV
President and Chief Executive Officer
National Commerce Corporation
James F. Kuhlman
President and Chief Executive Officer
Premier Community Bank of Florida