SERVIS1ST BANK TO MERGE WITH METROBANK
SERVISFIRST BANCSHARES, INC.
Announces Results For Third Quarter of 2014 And Agreement to Acquire Metro Bancshares, Inc. in Atlanta, Georgia
Birmingham, Ala. – (PR Newswire) – October 20, 2014 – ServisFirst Bancshares, Inc. (“ServisFirst”) (NASDAQ: SFBS), the holding company for ServisFirst Bank, today announced earnings and operating results for the quarter and nine months ended September 30, 2014, and simultaneously announced today the signing of a definitive agreement and plan of merger (“Agreement”) with Metro Bancshares, Inc. As discussed below, according to the terms of the Agreement, ServisFirst will acquire all of the outstanding stock of Metro Bancshares, Inc.
Acquisition Of Metro Bancshares, Inc.:
Metro Bancshares, Inc. is the holding company for Metro Bank, which operates three banking offices in the Atlanta metropolitan area. As of September 30, 2014, Metro Bank reported approximately $223.5 million in assets, $140.6 million in loans and $195.9 million in deposits.
Tom Broughton, President and CEO of ServisFirst Bank, commented “Ken Barber is an outstanding banker who has been a friend for many years. We look forward to Ken and his team joining our company. This will represent a strategic merger as an entry point into the Atlanta market.”
Ken Barber, President and CEO of Metro Bank, commented “We are very excited about joining the great team that Tom has assembled at ServisFirst. The resources that will be available to us will allow our team to grow our existing business in the metro Atlanta area at a much greater rate than we could have imagined as an independent bank.”
The proposed merger of Metro Bancshares, Inc. with and into ServisFirst has been approved by the boards of directors of each company and is expected to close in the first quarter of 2015. Under the terms of the Agreement, assuming an average closing price of ServisFirst common stock of $28.83 per share, which was the closing price of ServisFirst common stock on October 17, 2014, ServisFirst would issue approximately 636,720 shares of its common stock and pay approximately $22,825,000 in cash, representing approximately $41,182,000 in aggregate consideration, which includes amounts payable to Metro option and warrant holders. The actual value of the total consideration may be greater or less than such amount, depending on the actual market value of ServisFirst common stock prior to the closing. Assuming an average closing price of $28.83 per share, the consideration to common shareholders would be approximately 52% in stock and 48% in cash, which percentages may fluctuate. Simultaneously with the closing of the transaction, Metro Bancshares, Inc. will merge with and into ServisFirst, and Metro Bank will merge with and into ServisFirst Bank. Completion of the transaction is subject to customary closing conditions, including the receipt of required regulatory approvals and the approval of Metro Bancshares, Inc.’s shareholders.
Additional information regarding the merger has been provided in a presentation available at www.sec.gov.
This is the letter sent to MetroBancshares Inc. shareholders: https://www.metrobankga.com/files/Letter_to_Shareholders.pdf
Current MetroBank Board of Directors:
Ken Barber – Chairman & CEO/Metro Bank
Johnny Blankenship – JLB Development
Doug Davidson – New South Construction Co.
Allen DeNyse – DeNyse Signs
Eric Johnson – Comprehensive Program Services
David Orr – Orr & Associates
Dudley Spruill – Douglas County School System
Neil Warren – Cobb County Sheriff
Eric J Wilhelm – Coregistics and Freedom Power Sports