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CBM Florida Holding Company Enters Into Definitive Agreement With First Community Bank Corporation of America for the Acquisition of First Community Bank of America

LAKEWOOD RANCH, Fla., Feb. 11, 2011 /PRNewswire/ -- Trevor Burgess, the Chief Executive Officer of CBM Florida Holding Company, announced today that CBM and its majority owned subsidiary, Community Bank & Company (formerly Community Bank of Manatee) ("Community Bank"), have entered into a definitive agreement with First Community Bank Corporation of America (Nasdaq: FCFL) and its subsidiary, First Community Bank of America ("FCBA"), for the acquisition of FCBA.  The acquisition will be accomplished through the merger of FCBA into Community Bank.

(Logo: http://photos.prnewswire.com/prnh/20101116/FL03020LOGO )

Under the terms of the acquisition agreement, FCFL will receive $10 million in cash in exchange for all of the shares of FCBA.

CBM will invest $10 million in Community Bank to provide the funds to complete the acquisition.  CBM also expects to invest an additional $20 million into the merged bank at the time of the closing, making it one of the largest and most highly capitalized community banks in the Tampa Bay region, with over $60 million in Tier 1 equity capital and over $700 million in assets.

CBM Florida Holding Company was established in 2008 to acquire, capitalize and rehabilitate Florida banking institutions.  Its first investment was completed in December 2009 when it acquired a controlling interest in Community Bank.

Community Bank, which is based in Lakewood Ranch, Florida, currently has approximately $275 million in assets.  It has achieved three successive quarters of profitability during the last three quarters of 2010 and has made over $84 million in loans to local businesses and consumers in 2010.

"This acquisition creates an institution with 17 branches spanning the entire Tampa Bay region.  It brings significant amounts of capital to re-energize Florida's banking marketplace, will foster loans to businesses and individuals and helps to drive economic recovery," said Marcelo Lima, Chairman of CBM Florida Holding Company, "Community Bank becomes a franchise with even more scale, strength and best of class products and services."

"We will be excited to welcome the First Community Bank of America customers to the Community Bank family.   We also look forward to welcoming the employees of First Community Bank of America to the Community Bank team.  Together we will have a fantastic group of highly trained professionals looking out for the needs of thousands of customers across Hillsborough, Pinellas, Manatee, Sarasota, Charlotte and Pasco counties," said Trevor Burgess, Chief Executive Officer of CBM Florida Holding Company.

The acquisition agreement has been approved by the boards of directors of CBM, Community Bank, FCFL and FCBA.  Closing is subject to certain customary conditions, including regulatory approvals and the approval by shareholders of FCFL.  The merger is expected to close by mid-year 2011.

Shareholders of FCFL holding a majority of the outstanding shares of stock have entered into voting agreements with CBM Florida Holding Company in which they have agreed, so long as the acquisition agreement remains in effect, to vote in favor of the transaction.  FCFL will file a Current Report on Form 8-K with the SEC within the next several days with additional information about the acquisition agreement and voting agreement. 

Cautionary Notice Regarding Forward-Looking Statements:

Certain statements made herein are "forward-looking statements" within the meaning and protections of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended.  Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions, and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements.  All statements other than statements of historical fact are statements that could be forward-looking statements.

Words such as "may," "will," "could," "should," "would," "believe," "anticipate," "estimate," "expect," "intends," "plan," "project," "assume," "indicate," "continue," "target," "goal," and similar words or expressions of the future are intended to identify forward-looking statements. These forward-looking statements involve risks and uncertainties, and a variety of factors could cause our actual results and experience to differ materially from the anticipated results or other expectations expressed in these forward-looking statements.

All written and oral forward-looking statements that are made by or are attributable to us are expressly qualified in their entirety by this cautionary notice. All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary notice.

CBM has no obligation and does not undertake to update, revise or correct any of the forward-looking statements after the date hereof, or after the respective dates on which any such statements otherwise are made.

SOURCE CBM Florida Holding Company




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