JACKSONVILLE, Fla.,
Nov. 1, 2010 /PRNewswire-FirstCall/
-- Jacksonville Bancorp, Inc. (Nasdaq: JAXB) ("JAXB"), the bank
holding company for The Jacksonville Bank, and Atlantic BancGroup,
Inc. (Nasdaq: ATBC) ("ATBC"), the bank holding company for
Oceanside Bank, today announced that they have received all
required regulatory approvals necessary to authorize the previously
announced merger of ATBC into JAXB and the merger of Oceanside Bank
into The Jacksonville Bank. Applications were filed with and
approvals received from the Federal Reserve, the FDIC and the
Florida Office of Financial Regulation. The approvals are
subject to usual and customary conditions. Price Schwenck,
CEO of Jacksonville Bancorp, Inc. and Executive Chairman of The
Jacksonville Bank, commented, "The Federal Reserve, FDIC, and
Florida Office of Financial Regulation are important stakeholders
in our companies, and we are grateful to have their approval
permitting us to move forward with this positive opportunity for
our shareholders, customers, employees and the Jacksonville community."
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(Logo: http://photos.prnewswire.com/prnh/20030522/ATBCLOGO )
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In addition, CapGen Capital Group IV LP has received regulatory
approval from the Federal Reserve to become a bank holding company.
That is the only regulatory approval required for it and
three other investors to purchase $35 million in common stock
from JAXB under the previously announced stock purchase
agreement.
The mergers and the stock purchase are subject to approval by
the shareholders of JAXB and ATBC. The ATBC shareholder
meeting was held on October 28, 2010, where the shareholders
voted to approve the merger. The JAXB shareholder meeting is
scheduled for November 9, 2010.
The mergers and the stock purchase are expected to close
shortly after receipt of the required shareholder votes.
Gilbert J. Pomar, III, President
and CEO of The Jacksonville Bank, and Barry
Chandler, President and CEO of Oceanside Bank, jointly
announced the regulatory approvals. "These approvals keep us
on schedule to complete the merger and total conversion before the
end of the year. We are excited about the companies coming
together for the common good in short order," stated Mr. Pomar.
Mr. Chandler agreed by saying, "Joining forces will allow our
'customer first' philosophies to be enhanced and allow us to serve
the entire Jacksonville market
with an expanded array of products and services. We are
excited for our shareholders, customers and staff --two quality
banking experiences will soon be one."
Shareholders of ATBC and JAXB are urged to read the proxy
statements and prospectus regarding the proposed transactions and
any other relevant documents filed with the SEC, as well as any
amendments or supplements to those documents, because these will
contain important information. Shareholders of
ATBC and JAXB are able to obtain a free copy of the proxy
statements and prospectus, other SEC filings that will be
incorporated by reference into the proxy statements and prospectus,
as well as other filings containing information about JAXB and ATBC
at the SEC's Internet site (http://www.sec.gov).
Shareholders of ATBC and JAXB will also be able to obtain
these documents, free of charge, at www.jaxbank.com
and www.oceansidebank.com.
JAXB and ATBC, and their respective directors and executive
officers, may be deemed to be participants in the solicitation of
proxies from their shareholders in connection with the approvals
sought for the transactions described above. Information
about the directors and executive officers of JAXB and their
ownership of JAXB common stock is set forth in the proxy statement,
dated October 19, 2010, for JAXB's
special meeting of shareholders, as filed with the SEC. Information
about the directors and executive officers of ATBC and their
ownership of ATBC common stock is set forth in ATBC's proxy
statement/prospectus dated September 22, 2010 for ATBC's
special meeting of shareholders, filed with the SEC.
Additional information regarding the interests of those
participants and other persons who may be deemed participants in
the proxy solicitation may be obtained by reading the proxy
statement and prospectus regarding the proposed transactions.
Shareholders of ATBC and JAXB may obtain free copies of these
documents as described above.
CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS
The information presented above may contain "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995, including, without limitation,
(i) statements about the expected benefits of the merger
between JAXB and ATBC, including future financial and operating
results, cost savings, enhanced revenues, the expected market
position of the combined company, and the accretion or dilution to
reported earnings and to cash earnings that may be realized from
the transactions; (ii) statements about JAXB's and ATBC's
plans, objectives, expectations and intentions and other statements
that are not historical facts, including the expected closing date
of the transactions; and (iii) other statements identified by
words such as "will," "expect," "may," "believe," "propose,"
"anticipated," and similar words.
Forward-looking statements, which are statements with respect to
our beliefs, plans, objectives, goals, expectations, anticipations,
estimates and intentions, involve known and unknown risks,
uncertainties and other factors, which may be beyond our control,
and which may cause the actual results, performance or achievements
of JAXB or ATBC to be materially different from future results,
performance or achievements expressed or implied by such
forward-looking statements. Neither JAXB nor ATBC undertake to
update any forward-looking statements. In addition, JAXB and
ATBC, through their senior management, may from time to time make
forward-looking public statements concerning the matters described
herein. Such forward-looking statements are necessarily
estimates reflecting the best judgment of such senior management
based upon current information and involve a number of risks and
uncertainties.
All written or oral forward-looking statements attributable to
JAXB and ATBC, respectively, are expressly qualified in their
entirety by this cautionary notice, including, without limitation,
those risks and uncertainties described in JAXB's and ATBC's
respective annual reports on Form 10-K for the year ended
December 31, 2009, and otherwise in
their respective subsequent SEC reports and filings.
Factors that may cause actual results to differ materially from
those contemplated by such forward-looking statements include,
without limitation, the following: unexpected transaction costs,
including the costs of integrating operations; the risks that the
businesses will not be integrated successfully or that such
integration may be more difficult, time-consuming or costly than
expected; the potential failure to fully or timely realize expected
revenues and revenue synergies, including as the result of revenues
following the merger being lower than expected; the risk of deposit
and customer attrition; changes in deposit mix; unexpected
operating and other costs, which may differ or change from
expectations; the risks of customer and employee loss and business
disruption, including, without limitation, as the result of
difficulties in maintaining relationships with employees; increased
competitive pressures and solicitations of customers by
competitors; changes in the interest rate environment reducing
interest margins; legislation or regulatory changes that adversely
affect the business in which the combined company would be engaged;
as well as the difficulties and risks inherent with entering new
markets.
SOURCE Jacksonville Bancorp, Inc.