BLUEFIELD, Va. & WINSTON-SALEM, N.C.--(BUSINESS WIRE)--
First Community Bancshares, Inc. (NASDAQ:FCBC) (www.fcbinc.com)
and TriStone Community Bank jointly announce the signing of a definitive
merger agreement pursuant to which First Community will acquire
TriStone, the Winston-Salem, North Carolina-based bank, in a transaction
valued at approximately $10 million.
TriStone is a North Carolina-chartered bank established in 2004 and
operates two branches in Winston-Salem, North Carolina. At December 31,
2008, TriStone had $152 million in total assets and $126 million in
total deposits. The common stock of TriStone is traded over the counter
under the symbol, "TCMB".
John M. Mendez, President and Chief Executive Officer of First
Community, stated, "We are pleased to be joining forces with TriStone as
we expand our banking network in Winston-Salem. TriStone brings an
excellent leadership team to our Winston-Salem operations, which will be
headed by Skip Brown and Mark Evans along with a complement of very
capable commercial relationship managers and a strong Winston-based
retail banking group."
Simpson O. "Skip" Brown, President and Chief Executive Officer of
TriStone, commented, "We are very excited about our new partnership with
First Community. Their leadership, outstanding historical performance,
extensive offering of services and future growth plans create an
opportunity that we could not pass on. We believe this is an excellent
opportunity for our stockholders, customers, and employees." Mr. Brown
will remain as President - Triad Region for First Community operating
within the Winston-Salem market.
Under the terms of the merger agreement, which has been unanimously
approved by the boards of directors of both companies, stockholders of
TriStone will be entitled to receive 0.5262 shares of First Community
common stock for each common share of TriStone.
In consideration of the merger, extensive due diligence was performed by
both companies. First Community expects the transaction to be accretive
to tangible book value and its tangible common equity to tangible assets
ratio at close. After realization of cost savings equal to approximately
25%, First Community expects the combination will be accretive to
earnings per share in 2010. TriStone stockholders are also expected to
realize earnings per share and common dividend accretion. It is
anticipated that the transaction will be completed in the third quarter
of 2009, after receipt of regulatory approvals, the approval of the
stockholders of TriStone, and the satisfaction of other closing
conditions.
Sandler O'Neill + Partners, L.P. served as financial advisor to First
Community and The Orr Group, LLC served as financial advisor to TriStone.
First Community Bancshares, Inc., headquartered in Bluefield, Virginia,
is a $2.13 billion financial holding company and is the parent company
of First Community Bank, N. A. First Community Bank, N. A. operates
through fifty-nine locations in the five states of Virginia, West
Virginia, North Carolina, South Carolina, and Tennessee. First Community
Bank, N. A. offers wealth management services through its Trust &
Financial Services Division and Investment Planning Consultants, Inc., a
registered investment advisory firm which offers wealth management and
investment advice. First Community's wealth management group managed
assets with a market value of $848 million at December 31, 2008. First
Community is also the parent company of GreenPoint Insurance Group,
Inc., a full-service insurance agency located in High Point, North
Carolina. First Community's common stock is traded on the NASDAQ Global
Select Market under the symbol, "FCBC". Additional investor information
can be found on the Internet at www.fcbinc.com.
Additional Information and Where to Find It
In connection with the proposed merger, unless First Community
determines that an exemption from registration under the Securities Act
of 1933 is available, First Community will file with the Securities and
Exchange Commission (the "SEC") a registration statement on Form S-4 to
register the shares of First Community common stock to be issued to the
stockholders of TriStone. If filed, the registration statement will
include a proxy statement/prospectus which will be sent to the
stockholders of TriStone seeking their approval of the merger. If a
registration exemption is determined to be available and relied upon by
First Community, TriStone stockholders will receive a proxy statement
seeking their approval of the merger and additional disclosure material
regarding an investment in First Community's common stock. STOCKHOLDERS
OF TRISTONE ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY
STATEMENT/PROSPECTUS OR THE PROXY STATEMENT AND ADDITIONAL DISCLOSURE
MATERIALS, AS APPLICABLE, WHEN THEY BECOME AVAILABLE, AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED MERGER. The information in this press
release is not a substitute for the registration statement and any other
documents First Community intends to file with the SEC or provide to
TriStone stockholders. In addition, First Community may file other
relevant documents concerning the proposed merger with the SEC.
The prospectus/proxy statement, if applicable, and other relevant
transaction documents will be available free of charge at the SEC's
website (www.sec.gov),
at First Community's website (www.fcbinc.com)
under "Investor Relations," or by directing a request by telephone or
mail to First Community Bancshares, Inc., P.O. Box 989, Bluefield,
Virginia 24605, Attention: Investor Relations (276) 326-9000. The
prospectus/proxy statement, if applicable, and other relevant
transaction documents, will also be available free of charge from
TriStone by directing a request by telephone or mail to TriStone
Community Bank, 312 Jonestown Road, P.O. Box 25288, Winston-Salem, North
Carolina 27104, Attention: Investor Relations (336) 794-0811.
TriStone is currently not engaged in a solicitation of proxies from the
security holders of TriStone in connection with the proposed merger
transaction with First Community. If a proxy solicitation commences,
TriStone and its directors, executive officers and other members of
management and employees may be deemed to participate in the
solicitation of proxies from the stockholders of TriStone in connection
with the proposed merger. Information about the directors and executive
officers of TriStone and their ownership of TriStone common stock, and
additional information regarding the interests of such participants, may
be obtained by reading the proxy statement/prospectus or proxy
statement, as applicable, when they become available.
Forward-looking Statements
Certain statements in this press release, including, without limitation,
statements as to the impact of the merger, statements as to First
Community Bancshares, Inc.'s, TriStone Community Bank's, or their
respective management's beliefs, expectations or opinions, and all other
statements in this press release, other than historical facts, are
forward-looking statements, as such term is defined in the Securities
Exchange Act of 1934, which are intended to be covered by the safe
harbors created thereby. Forward-looking statements are subject to risks
and uncertainties, are subject to change at any time and may be affected
by various factors that may cause actual results to differ materially
from the expected or planned results. In addition to the factors
discussed above, certain other factors, including without limitation, a
significant increase in competitive pressures among financial
institutions; changes in the interest rate environment that may reduce
interest margins; changes in prepayment speeds, loan sale volumes,
charge-offs and loan loss provisions; less favorable than expected
general or local economic or political conditions; legislative or
regulatory changes that may adversely affect the businesses in which
First Community Bancshares, Inc. or TriStone Community Bank is engaged;
technological issues which may adversely affect First Community
Bancshares, Inc.'s or TriStone Community Bank's financial operations or
customers; changes in the securities markets and other risks detailed
from time to time in First Community Bancshares, Inc.'s filings with the
SEC can cause actual results and developments to be materially different
from those expressed or implied by such forward-looking statements.
First Community Bancshares, Inc. and TriStone Community Bank may not be
able to complete the proposed merger on the terms summarized above or
other acceptable terms, or at all, due to a number of factors, including
the failure to obtain approval of their respective stockholders,
regulatory approvals or to satisfy other customary closing conditions.
First Community Bancshares, Inc. and TriStone Community Bank disclaim
any intent or obligation to publicly update or revise any
forward-looking statements, regardless of whether new information
becomes available, future developments occur or otherwise.
This press release does not constitute an offer of securities by either
First Community or TriStone.
Source: First Community Bancshares, Inc.
Contact: First Community Bancshares
John M. Mendez,276-326-9000