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Published on 10/11/2007 in the Prospect News Special Situations Daily.

Shareholders approve BancTrust, Peoples merger

By Devika Patel

Knoxville, Tenn., Oct. 11 - Shareholders of Peoples BancTrust Co. and BancTrust Financial Group, Inc. approved the companies' proposed merger agreement, Peoples and BancTrust announced in a joint press release.

Under the agreement, Peoples will merge into BancTrust, with BancTrust remaining as the surviving corporation.

The companies also said BancTrust has obtained a credit facility to fund the $38 million cash portion of the merger.

BancTrust and Peoples expect that the merger will be completed on Oct. 15.

As previously reported, BancTrust and Peoples agreed to merge, forming the fifth-largest bank holding company based in Alabama, with almost $2.4 billion in assets and $2 billion in deposits.

Peoples shareholders will receive total consideration of $25.50 per share of Peoples common stock, consisting of $6.375 in cash plus 0.9897 of a share of BancTrust common stock. The amount of BancTrust common stock could vary based on the 10-day average closing price of BancTrust common stock immediately prior to the merger's close.

Based on the BancTrust 10-day average closing price of $19.33 on May 18, the transaction is valued at about $153.2 million.

The combined company will continue to operate under the BancTrust name and will be led by W. Bibb Lamar, Jr., president and chief executive officer of BancTrust Financial.

BancTrust Financial, located in Mobile, Ala., is a bank holding company that has 21 offices in southern Alabama and 10 offices in northwest Florida.


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