Professional Holding Corp. to acquire FirstCity Bank of Commerce

18 Dec, 2015, 15:15 ET from Professional Holding Corp.

CORAL GABLES, Fla., Dec. 18, 2015 /PRNewswire/ -- Professional Holding Corp. ("PHC") (OTC: PFHD), the parent company of Professional Bank ("Professional Bank"), and FirstCity Bank of Commerce ("FirstCity") announced today the signing of a definitive agreement (the "Agreement") under which PHC and Professional Bank will acquire FirstCity for approximately $6.8 million to be paid in cash or stock or combination thereof, at the election of FirstCity shareholders.  The transaction, approved by the board of directors of both companies, expands Professional Bank's Miami-based franchise into Palm Beach County.

Established in 2007 and headquartered in North Palm Beach, Florida, FirstCity currently operates one banking center in the Golden Bear Office Plaza.  As of November 30, 2015, FirstCity had approximately $72 million in total assets, $52 million in net loans, $62 million in total deposits, and $6.9 million in total shareholder equity.  Upon consummation of the merger, FirstCity will give Professional Bank its first location outside of the Miami-Dade market, which is consistent with its plans for expansion within the attractive Southeast Florida marketplace, providing opportunities for new loan and deposit growth.  Upon completion of the acquisition, PHC will have approximately $382 million in assets, $337 million in total deposits and three full service banking offices.

Daniel R. Sheehan, Professional Bank's Chairman and PHC's Chairman and Chief Executive Officer said, "The FirstCity transaction is an important first step in our expansion plans throughout the tri-county area.  The FirstCity board of directors along with their management team has done a great job navigating through a difficult community banking environment over the last few years, and we are pleased about the opportunities for both Professional Bank and FirstCity that this transaction offers. We believe this acquisition allows us to leverage our strong capital base and excess liquidity, giving rise to earnings accretion consistent with our business strategy.  We are also excited about adding the FirstCity staff to the Professional Bank team to continue our strong commitment to service in Palm Beach County, with collective capital, liquidity and the resultant balance sheet remaining strong immediately after the merger."

Raul Valdes-Fauli, Professional Bank's President and Chief Executive Officer said, "We look forward to welcoming the customers and employees of FirstCity to the Professional Bank and merging our shared goals of providing superior credit products and service to the communities which we collectively serve."

"FirstCity Bank is pleased to find a partner with a similar philosophy of providing excellent service to the business community. We look forward to this relationship and the expanded range of products that we will be able to offer to our current and future customers" said Reid Simmons, FirstCity's Chairman of the Board.  "We are also excited about the long term benefit to the shareholders of FirstCity Bank and appreciate their loyalty over the years."

PHC expects the merger to be immediately accretive to earnings per share after the integration of the companies and expects to continue to have strong capital ratios available for further growth.  The merger is expected to be completed during the first half of 2016, after satisfaction of customary closing conditions, including regulatory approval and the approval by FirstCity shareholders.

About Professional Holding Corp and Professional Bank

PHC is a financial holding company headquartered in Coral Gables, Florida.  PHC's principal subsidiary, Professional Bank, is a Florida chartered, Federal Reserve member bank, which currently operates two branches in Miami-Dade County, Florida. PHC's Class A Voting Common Stock is listed over the counter under the symbol "PFHD".

About FirstCity Bank

FirstCity Bank, headquartered in North Palm Beach, Florida, is a Florida chartered non-member bank.  FirstCity offers a variety of banking and financial services to small and middle-market businesses and individuals through its community focused approach.

Forward Looking Statements

This press release contains "forward-looking statements," which can be identified by the use of the words "anticipate," "expect," "intend," "estimate," "target," and words of similar import. Forward-looking statements are not historical facts but instead express only management's beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of management's control. It is possible that actual results and outcomes may differ, possibly materially, from the anticipated results or outcomes indicated in these forward-looking statements. Risks and uncertainties to which these statements are subject include, but are not limited to, the following: failure to obtain the approval of shareholders of FirstCity in connection with the merger; the timing to consummate the proposed merger; the risk that a condition to closing of the proposed merger may not be satisfied; the risk that a regulatory approval that may be required for the proposed merger is not obtained or is obtained subject to conditions that are not anticipated; the parties' ability to achieve the synergies and value creation contemplated by the proposed merger; the parties' ability to promptly and effectively integrate the businesses of Professional Bank and FirstCity; the diversion of management time on issues related to the merger; the failure to consummate or delay in consummating the merger for other reasons; changes in laws or regulations; and changes in general economic conditions. Forward-looking statements in this press release speak only as of the date of the press release, and PHC assumes no obligation to update any forward-looking statements or the reasons why actual results could differ.

CONTACT: Christine Woll, 786-406-7620, cwoll@professionalbankfl.com

SOURCE Professional Holding Corp.



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