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METRO BANCORP AND FIRST NATIONAL BANCORP SIGN AGREEMENT

 GAINESVILLE, Ga., Oct. 4 /PRNewswire/ -- Metro Bancorp, Douglasville, Ga., has signed a definitive agreement to merge with First National Bancorp of Gainesville, according to an announcement by Bob Pope, chairman of Metro Bancorp.
 The Agreement of Reorganization and Plan of Merger follows the signing of a previously announced Letter of Intent by both companies on Aug. 18, and sets forth the terms of the transaction and the commitment of both parties. The merger is subject to ratification by Metro Bancorp's shareholders and approval by various regulatory authorities. Metro Bancorp is the parent company of The Commercial Bank, Douglasville, a bank with $135 million in assets.
 Under the terms of the agreement, shareholders may elect to take $3.50 in cash or an exchange of .17 shares of Bancorp stock for each share of Metro stock. The initial consideration to be paid at closing of the merger, anticipated to be early 1994, could increase to a maximum $4.00 per share depending on the company's success in satisfactorily resolving selected problem loans.
 The per share could rise to as high as $5.00 over a 12- to 18-month period following consummation of the transaction. Any additional consideration paid will, again, depend on the company's ability to resolve a select portfolio of problem loans and other real estate held.
 First National Bancorp is a $2 billion-asset holding company with 15 affiliate banks across North Georgia.
 FACT SHEET
 PROPOSED MERGER BETWEEN
 METRO BANCORP, DOUGLASVILLE, GA.
 AND
 FIRST NATIONAL BANCORP, GAINESVILLE, GA.
 I. Transaction
 The merger is structured as a tax-free exchange whereby
 shareholders may elect to take $3.50 in cash or an exchange of
 .17 shares of Bancorp stock for each share of Metro stock. The
 initial consideration to be paid at closing of the merger,
 anticipated to be early 1994, could increase to a maximum $4.00
 per share depending on the company's success in satisfactorily
 resolving selected problem loans. The per share could rise to
 as high as $5.00 over a 12- to 18-month period following
 consummation of the transaction. Any additional consideration
 paid will, again, depend on the company's ability to resolve a
 select portfolio of problem loans and other real estate held.
 Metro Bancorp will be liquidated with Commercial Bank becoming
 Bancorp's 16th banking affiliate. Bancorp will assume
 approximately $4.3 million in Metro liabilities. The merger is
 not anticipated to be dilutive to Bancorp earnings per share.
 Transaction is structured as a "purchase."
 Assuming full earnout at $5.00 per common share:
 -- Approximate Purchase Price for common shares: $6,973,135
 ($5.00 times 1,394,627 shares)
 -- Exchange Ratio on Stock:
 .170 shares Bancorp for each share Metro based on $3.50
 .200 shares Bancorp for each share Metro based on $4.00
 .244 shares Bancorp for each share Metro based on $5.00
 -- Approximate number Bancorp shares to be issued in
 transaction: 238,100 at $3.50 per share
 278,920 at $4.00 per share
 340,150 at $5.00 per share
 II. The Douglas County Market and Commercial Bank Market Share
 Metro is located in the rapidly growing Douglas County market,
 immediately west of Atlanta, on I-20 linking Atlanta to
 Birmingham.
 Selected demographics of Douglas County:
 Population 71,120
 No. households 24,277
 Median household income $37,180
 Per capita income $14,096
 Taxable sales (000s) $631,587
 Net migration 61 pct.
 Market deposits (000s) $437,665
 Commercial share (1st out of 9) 27 pct.


III. Metro Bancorp, Inc.
 Location: Douglasville, Ga.
 Chairman: Robert Pope
 Subsidiary: The Commercial Bank, Douglasville
 As of 6/30/93 (unaudited)
 Total assets: $135 million
 Total loans: $ 94 million
 Total deposits: $127 million
 Common equity: $2.9 million
 Loan loss reserve: $2.1 million
 YTD net income: $970,000
 Book value per share: $2.12
 Common shares outstanding 1.395 million
 IV. Key factors:
 -- Geographical location and demographics of Douglas County.
 -- Number one market share position in Douglas County.
 -- Consistent with Bancorp's acquisition strategy.
 -- Potential for earnings growth. Anticipated to be non-
 dilutive to Bancorp's performance.
 -0- 10/4/93
 /CONTACT: Peter D. Miller, president and CFO, 404-503-2101, or Ronda Rich, communications officer, 404-503-2306, both of First National Bancorp/
 (FBAC)


CO: First National Bancorp; Metro Bancorp ST: Georgia IN: FIN SU: TNM

BR-RA -- AT009 -- 8490 10/04/93 15:50 EDT
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Publication:PR Newswire
Date:Oct 4, 1993
Words:714
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