First Bancorp (NASDAQ:FBNC) Files An 8-K Other Events
Item 8.01 Other Events.
As previously reported, First Bancorp acquired Carolina Bank
Holdings, Inc. on March 3, 2017. The merger agreement provided
that each share of Carolina Bank Holdings, Inc. (Carolina Bank)
common stock would convert into the right, subject to certain
limitations, to receive either $20.00 in cash or 1.002 shares of
First Bancorp common stock, provided that in the aggregate, 25%
of the consideration was to be paid in cash and the balance of
75% in newly issued shares of First Bancorp common stock.
The election period ended on April 5, 2017. A total of 5,055,850
Carolina Bank shares were outstanding on the acquisition date of
March 3, 2017, and the election mix results were as follows:
| Stock elections: | 4,540,090 (89.80%) |
| Cash elections: | 42,383(0.84%) |
| No election made: | 473,377(9.36%) |
The percentage of stock shares elected exceeds the maximum
percentage according to the terms of the merger, therefore, the
merger agreement provides for the stock election shares to be
pro-rated in order to reach the required mix of consideration. As
a result, Carolina Bank shareholders electing stock will receive
First Bancorp shares for approximately 83.52% of their Carolina
Bank shares with the remaining shares being paid in cash. The
pro-rata percentage of 83.52% is applied prior to the exchange
ratio of 1.002. As an example, a shareholder owning 100 shares of
Carolina Bank stock who elected to receive shares of First
Bancorp stock will receive approximately 84 shares of First
Bancorp stock and $320.00 in cash. The stock portion is computed
as follows: 100 times 0.8352 times 1.002 = 84 shares (rounded) of
First Bancorp stock. The cash portion is computed as follows: 16
shares times $20.00 = $320.00 in cash.
The Carolina Bank shareholders requesting cash and those
shareholders who did not make a valid election will receive
$20.00 in cash for each Carolina Bank share.
The First Bancorp stock and/or cash is expected to be mailed to
shareholders within five to ten business days of the date of this
current report on Form 8-K.
About First Bancorp (NASDAQ:FBNC)
First Bancorp is the bank holding company for First Bank (the Bank). The Company’s principal activity is the ownership and operation of First Bank. The Company engages in a range of banking activities, including the acceptance of deposits and the making of loans. The Company offers credit cards, debit cards, letters of credit, safe deposit box rentals and electronic funds transfer services, including wire transfers. In addition, the Company offers Internet banking, mobile banking, cash management and bank-by-phone capabilities to its customers. The Company also offers a mobile check deposit feature for its mobile banking customers that allows them to deposit checks through their smartphone. The Company offers remote deposit capture for its business customers. The Company conducts business from approximately 90 branches. The Bank’s subsidiaries include First Bank Insurance Services, Inc. (First Bank Insurance) and First Troy SPE, LLC. First Bancorp (NASDAQ:FBNC) Recent Trading Information
First Bancorp (NASDAQ:FBNC) closed its last trading session down -0.41 at 28.00 with 42,005 shares trading hands.