Piedmont Community Bank Holdings to Acquire VantageSouth Bank and Merge it with Community Bank of Rowan

Oct 05, 2011, 22:30 ET from Piedmont Community Bank Holdings

BURLINGTON, N.C., Oct. 5, 2011 /PRNewswire-FirstCall/ -- VantageSouth Bank ("VantageSouth"), Piedmont Community Bank Holdings, Inc. ("Piedmont") and Community Bank of Rowan ("Rowan") announced today that they have entered into an Agreement and Plan of Merger, pursuant to which, among other things, Piedmont will acquire all of the outstanding stock of VantageSouth at a price of $4.35 per share in cash and Rowan will be merged with and into VantageSouth, with VantageSouth as the surviving bank following the merger. Currently, Piedmont is the owner of substantially all of the outstanding voting securities of Rowan and a majority of the outstanding voting securities of VantageSouth. The merger agreement provides that Piedmont will be the owner of substantially all of the outstanding voting securities of the surviving bank following the closing of the transaction.

The board of directors of VantageSouth will be restructured to include the members of the boards of directors of each of Rowan and VantageSouth prior to the consummation of the merger, and the management team of the surviving bank will include executives from both banks.

Completion of the transaction is conditioned upon, among other things, VantageSouth shareholder approval of the merger and associated matters, including an amendment to the VantageSouth Articles of Incorporation, as well as the approval of the North Carolina Commissioner of Banks and the Federal Deposit Insurance Corporation (the "FDIC"). The parties anticipate that the transaction will be consummated in the fourth quarter of this year. Ward and Smith, P.A., is acting as legal counsel to the VantageSouth special committee and Raymond James & Associates, Inc. is acting as the financial adviser to the special committee. Bryan Cave LLP is acting as legal counsel to Piedmont and Rowan.

About Piedmont Community Bank Holdings, Inc.:

Piedmont Community Bank Holdings, Inc. is a federally-chartered bank holding company based in Raleigh, NC. Piedmont was formed in 2009 by local businessmen Adam Abram and Scott Custer to build a strong community banking franchise across the Carolinas and Virginia, a region in which Abram and Custer have a combined 50 years of experience in the financial services sector. Abram serves as chairman of Piedmont's board of directors, Steven Lerner serves as vice chair and Custer serves as Piedmont's president and chief executive officer.

Investors in Piedmont include investment funds managed by Stone Point Capital LLC, Lightyear Capital LLC, the State of Wisconsin Investment Board, Harvard Management Company, Keeneland Capital LLC, and numerous North Carolina-based companies and individuals. In February 2010, Piedmont acquired approximately 62 percent of the outstanding equity in VantageSouth, and acquired substantially all of the outstanding voting securities of Rowan in April 2011. In February 2011, Piedmont announced that it would purchase a majority of the shares of Crescent Financial Corporation (NASDAQ Global Market: CRFN) in Raleigh, NC which is pending regulatory approval.

About Community Bank of Rowan:

Community Bank of Rowan is a state chartered bank formed in February 2006 and headquartered in Salisbury, NC. Rowan offers traditional community banking services with two branches. As of June 30, 2011, Rowan had approximately $145 million in assets, $124 million in deposits and $17 million in equity. For more information, visit www.communitybankofrowan.com.

About VantageSouth Bank:

VantageSouth serves Alamance County, North Carolina, and surrounding areas through its two banking offices in Burlington, NC. As a state chartered bank, which is not a member of the Federal Reserve, VantageSouth is subject to regulation by the State of North Carolina Banking Commission and the FDIC. As of June 30, 2011, VantageSouth had approximately $91 million in assets, $73 million in deposits, and $9 million in equity. For more information, visit www.vantagesouth.com.

Additional Information and Where to Find It:

The proposed transaction will be submitted to the shareholders of VantageSouth for their consideration. In connection with the proposed transaction, VantageSouth will prepare a proxy statement for its shareholders to be filed with the FDIC, and will mail the proxy statement to its shareholders as promptly as practicable after clearance by the FDIC. Concurrently with the filing of the proxy statement with the FDIC, VantageSouth, Piedmont and Rowan will file a transaction statement on Schedule 13E-3 with the FDIC. VantageSouth shareholders are strongly advised to read the proxy statement and transaction statement on Schedule 13E-3 when they become available because they will contain important information about the proposed transaction. When they become available, shareholders will be able to receive a copy of the proxy statement, the transaction statement on Schedule 13E-3 and other related documents free of charge at the FDIC's web site, www.fdic.gov, from VantageSouth at 708 South Church Street, Burlington, NC 27215, or from Piedmont at 4711 Six Forks Road, Suite 2B, Raleigh, NC 27609. In addition, a copy of proxy statement and transaction statement on Schedule 13E-3 will be made available to all shareholders of VantageSouth free of charge on VantageSouth's website (www.vantagesouth.com).

Participants in Solicitation:

VantageSouth, Piedmont, Rowan and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of VantageSouth in favor of the proposed transaction. Information about the directors and executive officers of VantageSouth is set forth in the proxy statement for VantageSouth's 2011 Annual Meeting of Shareholders, which was filed with the FDIC on April 29, 2011. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the FDIC when they become available. Investors should read the proxy statement carefully when it becomes available before making any voting or investment decisions.

Forward-looking Statements:

Information in this press release contains forward-looking statements. These statements involve risks and uncertainties that could cause actual results to differ materially, including without limitation, delays in obtaining or failure to receive required regulatory approvals, including approval by the FDIC and the North Carolina Commissioner of Banks, the possibility that fewer than the required number of VantageSouth's shareholders vote to approve the transaction, the occurrence of events that would have a material adverse effect on VantageSouth as described in the merger agreement, the risk that the merger agreement could be terminated under circumstances that would require VantageSouth to pay termination fees and expenses to Piedmont, and other uncertainties arising in connection with the proposed transaction. Additional factors that could cause actual results to differ materially are discussed in VantageSouth's filings with the FDIC, including without limitation its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q and its Current Reports on Form 8-K. VantageSouth does not undertake a duty to update any forward-looking statements in this press release.

SOURCE Piedmont Community Bank Holdings