By Lisa Kerner
Charlotte, N.C., Sept. 10 - Yadkin Valley Financial Corp. announced it will acquire American Community Bancshares, Inc. in a cash and stock deal valued at approximately $92 million.
Under the companies' definitive agreement, their subsidiaries - Yadkin Valley Bank and Trust Co. and American Community Bank - will also combine.
American Community shareholders will have the right to receive either $12.35 in cash or 0.8517 Yadkin Valley Financial shares for each American Community share, subject to the limitation that 19.5% of the total consideration is to be paid in cash and 80.5% in Yadkin Valley Financial shares, the companies said.
A $4 million termination fee is included in the agreement, it was reported in a form 8-K filed with the Securities and Exchange Commission.
The transaction is slated to close in the beginning of the first quarter of 2009.
According to American Community, the transaction represents 168% of its book value, 207% of its tangible book value, 17.4% of its total assets and 23 times its trailing-12-months net income.
Yadkin Valley said following the merger's close, it will become a $2 billion company with more than 40 offices in 16 North Carolina and South Carolina counties.
American Community Bank will continue to operate in its market as American Community Bank, a division of Yadkin Valley Bank and Trust. Other Yadkin Valley Bank and Trust divisions operate similarly, including Piedmont Bank of Statesville, N.C. (acquired in 2002), High Country Bank of Boone, N.C. (acquired in 2004), and Cardinal State Bank of Durham, N.C. (acquired in 2008).
Yadkin Valley was advised by Carson Medlin Co., and American Community was advised by McColl Partners LLC.
American Community is the parent of American Community Bank, a Charlotte, N.C.-based state-chartered bank. It had $530 million in assets, $406 million in loans, $417 million in deposits and $56 million in stockholders' equity as of June 30.
Yadkin Valley is a one-bank holding company for Yadkin Valley Bank and Trust located in Elkin, N.C. As of June 30, the company had $1.43 billion in assets, $1.11 billion in loans, $1.1 billion in deposits and $150 million in stockholders' equity.
| Acquirer: | Yadkin Valley Financial Corp.
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| Target: | American Community Bancshares, Inc.
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| Announcement date: | Sept. 10
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| Transaction total: | $92 million
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| Price per share: | $12.35 cash or 0.8517 Yadkin Valley Financial shares
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| Expected closing: | First quarter of 2009
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| Stock price for acquirer: | Nasdaq: YAVY: $16.99 on Sept. 9
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| Stock price for target: | Nasdaq: ACBA: $7.00 on Sept. 9
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