BLUEFIELD, Va.--(BUSINESS WIRE)--Dec. 31, 2003--First Community
Bancshares, Inc. (the "Company") (NASDAQ: FCBC) (www.fcbinc.com)
announced today the signing of a definitive merger agreement pursuant
to which the Company will acquire PCB Bancorp, Inc., a
Tennessee-chartered bank holding company ("PCB Bancorp"). This
acquisition, which is expected to be immediately accretive to
earnings, will expand First Community Bank's commercial banking
operations into East Tennessee, the Company's first entry into the
Tennessee market. PCB Bancorp has five full service branch offices
located in Johnson City, Kingsport and surrounding areas in Washington
and Sullivan Counties in East Tennessee. PCB Bancorp, which is
headquartered in Johnson City, Tennessee, had total assets of $172
million, total deposits of $150 million and total stockholders' equity
of $13.8 million as of September 30, 2003.
Under the terms of the merger agreement, shares of PCB Bancorp
common stock will be purchased for $40.00 per share in cash. The total
deal value, including the cash-out of outstanding stock options, is
approximately $36 million. Concurrent with the PCB Bancorp merger,
Peoples Community Bank, the wholly-owned subsidiary of PCB Bancorp,
will be merged into First Community Bank, N.A., a wholly-owned
subsidiary of First Community Bancshares, Inc. The merger is expected
to close during the first quarter of 2004, pending the receipt of all
requisite regulatory approvals and the approval of PCB Bancorp's
shareholders.
John M. Mendez, President and Chief Executive Officer of First
Community Bancshares, Inc. noted that "PCB Bancorp represents a
natural extension of the Company's community banking network. The
people and the banking philosophy of People's Community Bank are
closely aligned with that of First Community Bank and create a natural
fit within our company. We are very excited about this merger and
partnership and we believe that the synergies of our two companies
will create a dynamic banking organization within Washington and
Sullivan counties and in the East Tennessee market."
Phillip R. Carriger, Chairman and Chief Executive Officer of PCB
Bancorp, will remain in charge of the region as President-East
Tennessee Region for First Community Bank, N.A. Mr. Carriger expressed
his enthusiasm for the upcoming merger noting that, "In its present
markets, First Community Bank has a community banking philosophy and
strong personal service orientation similar to ours. First Community
will be an excellent vehicle for the continued growth of our community
banking focus in East Tennessee."
First Community expects that the transaction will produce first
year accretion of $.04 to $.06 per common share to the shareholders of
First Community Bancshares in the first full year of operations
following the merger. In commenting on First Community's most recent
acquisition, The CommonWealth Bank in Richmond, Virginia, which closed
in June 2003, Mr. Mendez indicated that "the transaction was projected
to produce dilution of $.03 to $.05 per share; however, operations in
the first seven months indicate first year accretion in that
transaction of approximately $.01 per share."
First Community Bancshares did not utilize an investment banking
firm in the transaction and was represented by Patton Boggs LLP. PCB
Bancorp's investment banker was Professional Bank Services, Inc. and
its legal counsel was Bass, Berry and Sims, PLC.
First Community Bancshares, Inc. is a $1.7 billion bank holding
company with headquarters in Bluefield, Virginia and the parent
company of First Community Bank, also headquartered in Bluefield,
Virginia. First Community Bank operates through 47 full-service
offices in the three-state region of Virginia, West Virginia and North
Carolina. With the addition of PCB Bancorp, Inc. the Company will add
its fourth state and expand its branch network to a total of 52 full
service offices. First Community Bank is also the parent company of
United First Mortgage, Inc., which operates 10 retail mortgage offices
throughout Virginia. The Company's common stock is traded on the
Nasdaq National Market under the symbol "FCBC."
DISCLAIMER
This news release may include forward-looking statements. These
forward-looking statements are based on current expectations that
involve risks, uncertainties, and assumptions. Should one or more of
these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may differ materially.
These risks include: securing all necessary governmental and other
approvals, the satisfaction of all conditions to the merger, changes
in business or other market conditions, and the success of the
business combination as planned by the parties. These and other
factors could adversely affect the outcome and financial effects of
the plans and events described herein.
CONTACT: First Community Bancshares, Inc.
Robert L. Schumacher, 276-326-9000
SOURCE: First Community Bancshares, Inc.