Published: August 19, 2004
Crescent Banking Company to Acquire Futurus Financial Services, Inc.
Crescent Banking Company
("Crescent") is pleased to announce the execution of a definitive agreement
to acquire Futurus Financial Services, Inc. ("Futurus") and Futurus Bank,
N.A., its
wholly-owned subsidiary, a $66 million asset community bank. Futurus is
headquartered in Alpharetta, Georgia and has a loan production office in
Loganville, Georgia.
In the transaction, which has been approved by the boards of directors of
both companies, most Futurus shareholders will receive a cash payment of
$10 per share of Futurus common stock. Two Futurus directors, who will
join the Board of Crescent Bank and Trust Company (Crescent's wholly-owned
commercial banking subsidiary), and two members of Futurus' senior
management who will become employees of Crescent Bank and Trust Company,
are expected to receive restricted shares of Crescent common stock
equivalent to $10 per share of Futurus common stock. The transaction is
valued at approximately $10 million.
Mr. J. Donald Boggus, Crescent's President and Chief Executive Officer,
stated: "We are delighted to welcome Futurus into our community bank
network and excited to be in the dynamic markets of greater Atlanta served
by Futurus. A presence in these markets will complement our existing
locations in the high growth markets of Forsyth, Cherokee, Bartow and
Pickens Counties. We expect this transaction to be accretive to Crescent's
earnings immediately." Upon completion of the merger transaction, Crescent
will have approximately $500 million in assets, with 12 banking offices in
six high growth counties. The transaction is expected to close in the
fourth quarter of 2004, subject to approval by Futurus' shareholders and
customary regulatory approvals, and will be taxable to Futurus'
shareholders for federal income tax purposes.
Crescent is a bank holding company headquartered in Jasper, Georgia with
total consolidated assets of approximately $424.9 million and consolidated
shareholders' equity of $51.9 million, or $20.95 per share, as of June 30,
2004. Crescent had approximately 2.5 million shares of common stock
outstanding at June 30, 2004. The Company's common stock is listed on the
Nasdaq SmallCap Market under the symbol "CSNT."
Crescent was represented in the transaction by BankersBanc Capital
Corporation, as financial advisor. Futurus was represented by Burke
Capital Group, LLC, as financial advisor.
Certain of the statements in this press release are "forward-looking
statements" for purposes of Section 27A of the Securities Act of 1933, as
amended (the "Securities Act"), and Section 21E of the Securities Exchange
Act of 1934, as amended (the" Exchange Act"), and as such may involve known
and unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of the Company to be materially
different from future results, performance or achievements expressed or
implied by such forward-looking statements. Such statements include, but
are not limited to, statements about the benefits of the acquisition of
Futurus by Crescent, including future financial and operating results,
Crescent's plans, objectives, expectations and intentions. Such statements
involve risks and uncertainties that may cause results to differ materially
from those set forth in these statements. The following factors, among
others, could cause actual results to differ materially from those set
forth in the forward-looking statements: the ability to obtain regulatory
approvals of the acquisition on the proposed terms and schedule; the
failure of Futurus shareholders to approve the acquisition; the risk that
Crescent and Futurus may not have the ability to effect the proposed
acquisition; the risk that the businesses will not be integrated
successfully, including integration of information systems and retention of
key personnel; the risk that the cost savings and any revenue synergies
from the acquisition may not be fully realized or may take longer to
realize than expected; disruption from the acquisition making it more
difficult to maintain relationships with clients, employees or suppliers;
increased competition and its effect on pricing, spending, third-party
relationships and revenues; the risk of new and changing regulation in the
United States and internationally. Additional factors that could cause
Crescent's results to differ materially from those described in the
forward-looking statements can be found in the annual report on Form 10-K
for the year ended December 31, 2003 under "Special Cautionary Notice
Regarding Forward Looking Statements" and otherwise in Crescent's SEC
reports and filings available at the Securities and Exchange Commission's
Internet site www.sec.gov. Crescent does not undertake any obligation to
update its forward-looking statements.
This is not a solicitation of proxies from Futurus shareholders and is not
an offer to sell nor a solicitation of an offer to purchase any shares of
Crescent common stock.
CRESCENT BANKING COMPANY
P.O. Box 668
251 Hwy 515
Jasper, GA 30143
(678) 454-2265
(800) 872-7941
Fax (678) 454-2299
Copyright © 2010, MarketWire
Copyright © 2010, NewsBlaze,
Daily News
Tags: