First Bancorp has agreed to acquire ASB Bancorp in a cash and stock transaction for $175m, or $43.12 per share.
With over $5 billion in pro forma assets and more than 100 branches, this transaction will solidify First Bank's position as the leading community bank in North Carolina.
The merger agreement has been unanimously approved by the boards of directors of each company. The transaction is expected to close in the fourth quarter of 2017 and is subject to customary conditions, including regulatory approvals and approval by ASB Bancorp's shareholders. Subject to the terms of the merger agreement, ASB Bancorp shareholders will receive 1.44 shares of First Bancorp's common stock or $41.90 in cash, or a combination thereof, for each share of ASB Bancorp common stock.
The total consideration will be prorated as necessary to ensure that 90% of the total outstanding shares of ASB Bancorp common stock will be exchanged for First Bancorp common stock and 10% of the total outstanding shares of ASB Bancorp common stock will be exchanged for cash, provided that the maximum number of shares of First Bancorp common stock to be issued in exchange for ASB Bancorp common stock will not exceed 19.9% of the number of shares of First Bancorp common stock issued and outstanding immediately before the closing of the merger.
Asheville Savings Bank currently operates 13 banking locations in the Asheville, Marion and Brevard MSAs. Asheville Savings Bank reported assets of $803 million, gross loans of $606 million and deposits of $682 million as of March 31, 2017. The acquisition complements First Bank's existing three branches in the Asheville market.
"We are very excited to be partnering with Asheville Savings Bank and increasing our footprint in the attractive Asheville market," said Richard Moore, Chief Executive Officer of First Bancorp. "Like First Bank, Asheville Savings Bank was also organized in the mid-1930's and has the same long history of service to its customers, its communities and its shareholders. More importantly, the organizational values of Asheville Savings Bank, and its people, align very well with those of First Bank. We are also pleased that Suzanne S. DeFerie, President & Chief Executive Officer of ASB Bancorp, will join First Bancorp as a board member and in a market leadership capacity."
Upon completion of the acquisition, the combined company will have approximately $5.2 billion in assets, $3.9 billion in loans and $4.3 billion in deposits. This transaction represents a strategic and financially attractive combination for both companies' shareholders and will solidify First Bank's position as one of the top community banks in North Carolina.
"We are proud to become part of a long standing, community banking focused organization. The combination provides strong value and potential upside for our shareholders going forward," said Ms. DeFerie, "The combination also provides valuable additional products and services for our customers, an expanded branch network, and new opportunities for our employees as part of a larger organization."
RBC Capital Markets, LLC served as exclusive financial advisor to First Bancorp and Brooks Pierce McLendon Humphrey & Leonard LLP provided legal counsel. Keefe, Bruyette & Woods, Inc. served as exclusive financial advisor to ASB Bancorp and Nelson Mullins Riley & Scarborough, LLP served as legal counsel.