By Lisa Kerner
Charlotte, N.C., Aug. 27 - First National Bancshares, Inc. agreed to acquire Carolina National Corp. in a cash and stock transaction valued at about $59.3 million.
Under the companies' definitive agreement, Carolina National's shareholders may elect to receive for each share of stock they hold:
• 1.4678 shares of First National common stock;
• $21.65 cash; or
• A combination of stock and cash.
However, the total consideration must consist of 70% stock and 30% cash.
First National will merge Carolina National's banking subsidiary, Carolina National Bank and Trust Co., into First National's banking subsidiary, First National Bank of the South, with First National Bank of the South being the surviving bank.
Four members of Carolina National's 13-member board of directors will join First National's board. In addition, First National said it plans to create a Columbia, S.C., regional board of advisers.
The transaction, expected to close upon approvals, will create the ninth-largest financial institution with headquarters in South Carolina and the ninth-largest deposit franchise of community banks operating in South Carolina, according to a news release. The combined company would have nearly $800 million in assets, over $650 million in net loans and approximately $636 million in deposits on a pro forma basis.
"We view Columbia as an important market in South Carolina and this transaction is a key strategic move to accelerate our growth from our existing loan production office there," First National president and chief executive officer Jerry L. Calvert said in the release.
First National, based in Spartanburg, S.C., was advised by Nelson Mullins Riley & Scarborough LLP and Howe Barnes Hoefer & Arnett, Inc. Carolina National was advised by Haynsworth Sinkler Boyd, PA and McColl Partners, LLC.
Carolina National is a bank holding company based in Columbia, S.C.
| Acquirer: | First National Bancshares, Inc.
|
| Target: | Carolina National Corp.
|
| Transaction total: | $59.3 million
|
| Price per share: | 1.4678 First National shares, $21.65 cash, or a combination of stock and cash
|
| Announcement date: | Aug. 27
|
| Expected closing: | Upon approvals
|
| Stock price for acquirer: | Nasdaq: FNSC: $14.75 on Aug. 24
|
| Stock price for target: | Nasdaq: CNCP: $13.60 on Aug. 24
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