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SYNOVUS FINANCIAL CORP. AND FIRST COMMERCIAL BANCSHARES, INC. ANNOUNCE AGREEMENT TO MERGE

 SYNOVUS FINANCIAL CORP. AND FIRST COMMERCIAL BANCSHARES, INC.
 ANNOUNCE AGREEMENT TO MERGE
 COLUMBUS, Ga., April 7 /PRNewswire/ -- Synovus Financial Corp. (NYSE: SNV) of Columbus, Ga., and First Commercial Bancshares, Inc. (NASDAQ: FSCB) of Jasper, Ala., today announced that they have signed a Letter of Intent expressing their current understanding for First Commercial to merge with Synovus by means of a tax-free exchange of common stock.
 The transaction will be accounted for as a pooling of interests. Consummation of the proposed acquisition is subject to satisfactory due diligence examinations by both parties, the execution of a definitive Merger Agreement, approval of shareholders of First Commercial, and approval of the appropriate federal and state regulatory authorities. The transaction is projected to be completed in the fourth quarter of 1992.
 The Letter of Intent calls for a merger exchange ratio to be based on a sliding scale tied to Synovus' stock price. Within a price range for Synovus of $19-$21, the Letter of Intent calls for an exchange ratio of 1.50 shares of Synovus for each share of First Commercial. This reflects a price range per share of First Commercial of $28.50 - $31.50 and a total value of the transaction in the $125 million - $140 million range. Should the price of Synovus rise or fall outside the $19-$21 trading band, the exchange ratio will be adjusted based on varying percentages. At the close of trading on the New York Stock Exchange on Monday, April 6, Synovus common stock closed at $19.75.
 First Commercial Bancshares ended 1991 with assets of $865 million, shareholders' equity of $76.5 million and net income of $8.0 million. First Commercial owns five banking subsidiaries in Alabama. Its flagship bank is The First National Bank of Jasper with assets of $346 million and a 43 percent share of the Walker County deposit market. It also owns First Commercial Bank of Birmingham with assets of $314 million. In addition, First Commercial owns The Bank of Tuscaloosa, Sterling Bank in Montgomery and First Commercial Bank of Huntsville.
 Commenting on the transaction, Synovus' Chairman James H. Blanchard stated: "We feel that First Commercial Bancshares presents a marvelous opportunity for Synovus to affiliate with a first class banking organization in Alabama. First Commercial has a very talented, energetic and creative management team that has achieved excellent results. First Commercial's banks are led by capable, motivated senior management and strong boards of directors, and they have a history of market share gains in every market in which they operate. First Commercial has done an outstanding job of managing the growth of its balance sheet. Shareholders' equity at year end amounted to 8.83 percent of assets and the company had a healthy loan loss reserve of 1.50 percent of loans. This represents a reserve coverage of 106 percent of all non-performing assets. Because of their balance sheet strength, we believe this will have the effect of improving the characteristics of Synovus' balance sheet."
 Blanchard continued, stating: "With a combination of an exciting growth strategy, experienced management, and a healthy balance sheet, we believe First Commercial is the best mid-sized community bank franchise in Alabama. Each bank will maintain its identity and operating practices and continue to report to John Oliver (First Commercial's chairman) and Richard Anthony (First Commercial's president). John Oliver and Richard Anthony will be responsible for our Alabama operations and will join the Synovus board of directors. We are looking forward to their valuable contribution to our board and we are pleased that this brings two significant shareholders to our board and increases our already substantial board ownership in Synovus."
 Blanchard concluded, stating: "We are anticipating that the individual banks in each market will continue to gain market share and mature into high earning banks. The addition of First Commercial Bancshares and its subsidiary banks fits extremely well with our strategy of expansion into attractive markets with good people and, we believe, provides good potential for future earnings growth. In addition, we anticipate that this transaction will be anti-dilutive on an earnings per share basis which is unique in a market-extension merger. We are thrilled to have First Commercial, its shareholders, customers, employees and officers joining the Synovus Financial Corp. family."
 John Oliver, chairman of the board of First Commercial Bancshares, Inc., commented on the affiliation with Synovus, stating: "We are so pleased to be joining the Synovus family of companies. Synovus has a reputation for quality and excellence with their customers, employees and within the marketplace. Culturally, we are very similar in that we both believe in a decentralized management structure that takes its shape in the form of community banks. Our small, but growing, market share in several major Alabama communities should provide Synovus with a diversified potential to generate asset growth. So while our cultures and management styles are very similar, the growth dynamics of the two companies, while somewhat different, should complement each other nicely. We believe this affiliation is a positive step for First Commercial, our customers and employees."
 Synovus Financial Corp. is a $4.1 billion-asset, multi-financial services company composed of 26 banks, an 82 percent ownership of Total System Services, Inc. (NYSE: TSS), a bankcard data processing company, and Synovus Securities, Inc., a full-service brokerage firm.
 SYNOVUS FINANCIAL CORP. and
 FIRST COMMERCIAL BANCSHARES, INC.
 PRO FORMA COMBINED
 In thousands except per share amounts
 1990 1991 Pct. Inc.
 Assets $3,876,714 $4,935,599 27.31
 Equity $ 306,179 $ 373,468 21.98
 Net income $ 43,341 $ 48,569 12.06
 Earnings per share $ 1.04 $ 1.13 8.65
 Return on average
 assets 1.20 pct. 1.13 pct.
 Return on average
 equity 14.76 pct. 14.36 pct.
 Equity/assets 7.90 pct. 7.57 pct.
 Book value/share $ 7.37 $ 8.71
 Loan loss reserve/
 loans 1.52 pct. 1.47 pct.
 Non-performing
 asset ratio 1.72 pct. 1.53 pct.
 Loan loss reserve/
 NPA's 88.40 pct. 96.10 pct.
 SYNOVUS FINANCIAL CORP.
 In thousands except per share amounts
 1990 1991 Pct. Inc.
 Assets $3,057,451 $4,069,950 33.12
 Equity $ 234,912 $ 297,017 26.44
 Net income $ 35,876 $ 40,542 13.01
 Return on average
 assets 1.27 pct. 1.17 pct.
 Return on average
 equity 15.99 pct. 15.34 pct.
 Equity/assets 7.68 pct. 7.30 pct.
 Loan loss reserve/
 loans 1.54 pct. 1.46 pct.
 Non-performing
 asset ratio 1.83 pct. 1.56 pct.
 Loan loss reserve/
 NPA's 84.15 pct. 93.59 pct.
 FIRST COMMERCIAL BANCSHARES
 In thousands except per share amounts
 1990 1991 Pct. Inc.
 Assets $ 819,263 $ 865,649 5.66
 Equity $ 71,267 $ 76,451 7.27
 Net income $ 7,465 $ 8,027 7.53
 Return on average
 assets 0.96 pct. 0.95 pct.
 Return on average
 equity 10.78 pct. 10.84 pct.
 Equity/assets 8.70 pct. 8.83 pct.
 Loan loss reserve/
 loans 1.46 pct. 1.50 pct.
 Non-performing
 asset ratio 1.30 pct. 1.41 pct.
 Loan loss reserve/
 NPA's 112.31 pct. 106.38 pct.
 -0- 4/7/92
 /CONTACT: Richard Illges, director of investor relations of Synovus Financial, 404-649-5220/
 (SNV FSCB TSS) CO: Synovus Financial Corporation; First Commercial Bancshares, Inc. ST: Georgia, Alabama IN: FIN SU: TNM


BR-EA -- AT007 -- 5931 04/07/92 15:53 EDT
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