Bank of the Ozarks and Bank of the Carolinas jointly announced the signing of a definitive agreement and plan of merger and reorganization whereby Bank of the Ozarks will acquire Bank of the Carolinas and its wholly-owned bank subsidiary, Bank of the Carolinas for $64.7m.
Closing of the transaction is expected to be immediately accretive to OZRK’s book value per common share and its tangible book value per common share.
The transaction is expected to be neutral to slightly accretive to OZRK’s diluted earnings per common share, excluding transaction costs, for the first twelve months after the transaction closes.
Bank of the Carolinas operates eight offices in North Carolina between Charlotte and Winston-Salem. At March 31, 2015, BCAR had approximately $363 million of total assets, $279 million of loans and $314 million of deposits.
Harvey Glick, Chairman of the Board of Bank of the Carolinas Corporation stated, "We are confident that the merger with Bank of the Ozarks will be a great fit for our clients, employees and the communities we serve. Bank of the Ozarks’ larger loan limit and more robust products and services will have an immediate positive impact on our valued clients. We couldn’t have found a better merger partner."
George Gleason, Chairman and Chief Executive Officer of Bank of the Ozarks, Inc., commented, "We are pleased to announce the acquisition of Bank of the Carolinas, expanding our presence in the northern portion of the Charlotte MSA and providing our initial offices in the Piedmont Triad region of North Carolina.
"We opened our first North Carolina office in Charlotte in 2001, and subsequently added North Carolina locations through the acquisitions of Woodlands Bank in 2010 and First National Bank of Shelby in 2013 and through de novo branches. This acquisition adds eight North Carolina offices, bringing our North Carolina office count to 24. Customers of Bank of the Carolinas will continue to enjoy friendly hometown banking in addition to benefitting from a broader range of financial services."
Under the terms of the Agreement, which has been approved by the boards of directors of both companies, each holder of outstanding shares of common stock of BCAR will receive shares of common stock of OZRK.
The number of OZRK shares to be issued will be determined based on OZRK’s ten day average closing stock price as of the second business day prior to the closing date, subject to a minimum and maximum price of $29.28 and $48.80, respectively.
Upon the closing of the transaction, BCAR will merge into OZRK and Bank of the Carolinas will merge into OZRK’s wholly-owned bank subsidiary, Bank of the Ozarks. Completion of the transaction is subject to certain closing conditions, including customary regulatory approvals and approval by BCAR’s shareholders. The transaction is expected to close in the third quarter of 2015, and will be OZRK’s thirteenth acquisition since March, 2010.