Capital Bank Financial Corp. (NASDAQ:CBF) and CommunityOne Bancorp (NASDAQ:COB) (“CommunityOne”) today announced that they have received regulatory approval from the Federal Reserve, the FDIC and the North Carolina Office of the Commissioner of Banks to complete their previously-announced merger. The transaction is expected to close on or about October 26, 2016.
“We are very pleased to receive these approvals and are looking forward to welcoming our new teammates and clients from CommunityOne,” said Capital Bank Financial Chairman and Chief Executive Officer Gene Taylor. “This merger will create a high-powered Carolinas franchise while meeting the financial expectations of our shareholders.”
“We also are pleased that the merger can now move forward,” said Bob Reid, CommunityOne’s President and Chief Executive Officer. “We anticipate a successful merger of our two institutions.”
Capital Bank’s Chief Financial Officer, Chris Marshall, added, “Based on the anticipated closing date, we expect to convert systems during the first quarter of 2017, which would position us to start recognizing cost savings beginning in the second quarter.”
Capital Bank Financial and CommunityOne also announced that the election deadline for CommunityOne shareholders to make merger consideration elections in connection with the proposed merger is 5:00 p.m., New York City time, on October 24, 2016. CommunityOne shareholders of record wishing to make an election regarding the form of consideration they would prefer to receive must deliver to Computershare Trust Company, N.A. (“Computershare”), the election and exchange agent in the merger, the following: properly completed election forms, together with their stock certificates, a book-entry transfer of shares or a properly completed notice of guaranteed delivery. These must be received by Computershare by the election deadline of 5:00 p.m., New York City time, on October 24, 2016.
CommunityOne shareholders who hold their shares in “street name” through a bank, broker or other nominee may have an election deadline required by their street name holder, or bank, broker or other nominee earlier than October 24, 2016. They should carefully review any materials they received from their bank, broker or other nominee to determine the election deadline applicable to them.
CommunityOne shareholders may elect to receive, with respect to each share of CommunityOne common stock held, either $14.25 in cash without interest or 0.43 shares of Capital Bank Financial Class A common stock. All elections are subject to the proration procedures provided in the merger agreement. As a result, shareholders who elect to receive entirely cash or entirely stock may receive a combination of cash and common stock, and shareholders who elect to receive a combination of cash and stock may receive cash and common stock in a different proportion from what they elected.
Shareholders who do not submit a properly completed election form to the exchange agent by the election deadline will be deemed to have no preference as to the form of consideration they will receive and will receive cash, shares of Capital Bank Financial Class A common stock or a combination of both, depending on the elections of other CommunityOne shareholders. After CommunityOne shareholders have made their elections and tendered their shares of CommunityOne common stock to the exchange agent, they will be unable to sell or transfer their shares of CommunityOne common stock unless they revoke their election prior to the election deadline.
All of the documents necessary to make an election were previously mailed to CommunityOne shareholders of record as of February 18, 2016. CommunityOne shareholders of record may obtain additional copies of the election documents by contacting CommunityOne Investor Relations at 1017 E. Morehead Street, Suite 200, Charlotte, North Carolina 28204 or calling (336) 626-8300. CommunityOne shareholders who hold their shares in “street name” may obtain additional copies of the election documents by contacting their bank, broker or other nominee.
A more complete description of the merger consideration and the proration procedures applicable to elections is contained in the joint proxy statement/prospectus dated March 15, 2016, mailed to CommunityOne shareholders of record on or about March 18, 2016. CommunityOne shareholders are urged to read the joint proxy statement/prospectus carefully and in its entirety. Copies of the joint proxy statement/prospectus may be obtained for free by following the instructions below under “Additional Information and Where to Find It.”
After the final results of the election process are determined, Capital Bank Financial expects to publicly announce how much cash and how many shares of Capital Bank Financial Class A common stock were issued to CommunityOne shareholders in the merger. The proposed merger remains subject to the expiration of all regulatory waiting periods and the satisfaction of the other conditions contained in the merger agreement.
