Park Sterling Corporation and Citizens South Banking Corporation Complete Merger
October 01 2012 - 7:30PM
Park Sterling Corporation (Nasdaq:PSTB), the holding company for
Park Sterling Bank, today announced completion of its acquisition
of Citizens South Banking Corporation (Nasdaq:CSBC), the holding
company for Citizens South Bank.
James C. Cherry, Chief Executive Officer of Park Sterling
commented, "This merger will bring together two strong banks to
create the largest community bank in the Charlotte region, with
offices stretching across the Carolinas and into north Georgia.
Customers of both Park Sterling and Citizens South will benefit
from the enhanced product and service offerings of our larger
company without sacrificing the friendly and personal service they
expect from their community bank."
Under the terms of the merger agreement, Citizens South
stockholders will receive either $7.00 in cash or 1.4799 shares of
Park Sterling common stock, or a combination thereof, for the
Citizens South shares they owned immediately prior to the merger,
subject to the limitation that the total consideration will consist
of 30.0% in cash and 70.0% in Park Sterling shares. Citizens South
shares exchanged for stock will convert to Park Sterling shares in
a tax-free exchange, with cash paid in lieu of fractional shares.
Based upon the $4.94 per share closing price of Park Sterling's
common stock on September 28, 2012, the transaction value was
approximately $83.2 million.
About Park Sterling Corporation
Park Sterling Corporation is the holding company for Park
Sterling Bank, headquartered in Charlotte, North Carolina, and
Citizens South Bank, headquartered in Gastonia, North Carolina.
Park Sterling's primary focus is to provide financial services to
small and mid-sized businesses, owner-occupied and income producing
real estate owners, professionals and consumers doing business or
residing within its target markets. Park Sterling offers a full
array of banking services, including a diverse wealth management
group. Park Sterling is focused on building a regional banking
franchise that is noted for sound risk management, superior
customer service and exceptional customer relationships. For more
information, visit either www.parksterlingbank.com or
www.citizenssouth.com. Park Sterling's shares are traded on NASDAQ
under the symbol PSTB.
Cautionary Statement Regarding Forward-Looking Statements
This release contains certain statements that constitute
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements can be
identified by the fact that they do not relate strictly to
historical or current facts and often use words such as "may,"
"plan," "contemplate," "anticipate," "believe," "intend,"
"continue," "expect," "project," "predict," "estimate," "could,"
"should," "would," "will," "goal," "target" and similar
expressions. These forward-looking statements represent Park
Sterling's current expectations, plans or forecasts of future
events, results and conditions, including financial and other
estimates and expectations regarding the merger with Citizens South
Banking Corporation and other similar matters. These
forward-looking statements are not guarantees of future results or
performance and by their nature involve certain risks and
uncertainties that are based on management's beliefs and
assumptions and on the information available to management at the
time that these disclosures were prepared. Actual outcomes and
results may differ materially from those expressed in, or implied
by, any of these forward-looking statements.
You should not place undue reliance on any forward-looking
statement and should consider all of the following uncertainties
and risks, as well as those more fully discussed in Park Sterling's
Annual Report on Form 10-K for the fiscal year ended December 31,
2011 filed with the Securities and Exchange Commission ("SEC") on
March 14, 2012 and in any of Park Sterling's subsequent filings
with the SEC: failure to realize synergies and other financial
benefits from the merger within the expected time frame; increases
in expected costs or difficulties related to integration of the
merger; the potential impact of consummation of the merger on
relationships, including with regulatory authorities; inability to
identify and successfully negotiate and complete additional
combinations with potential merger partners or to successfully
integrate such businesses into Park Sterling, including Park
Sterling's ability to realize the benefits and cost savings from
and limit any unexpected liabilities acquired as a result of any
such business combination; the effects of negative economic
conditions or a "double-dip" recession, including stress in the
commercial real estate markets or delay or failure of recovery in
the residential real estate markets; the impact of deterioration of
the United States credit standing; changes in consumer and investor
confidence and the related impact on financial markets and
institutions; changes in interest rates; failure of assumptions
underlying the establishment of allowances for loan losses;
deterioration in the credit quality of the loan portfolio or in the
value of the collateral securing those loans; deterioration in the
value of securities held in the investment securities portfolio;
legal and regulatory developments including changes in the federal
risk-based capital rules; increased competition from both banks and
nonbanks; changes in accounting standards, rules and
interpretations, inaccurate estimates or assumptions in accounting,
including acquisition accounting fair market value assumptions and
accounting for purchased credit-impaired loans, and the impact on
Park Sterling's financial statements; and management's ability to
effectively manage credit risk, market risk, operational risk,
legal risk, and regulatory and compliance risk.
Forward-looking statements speak only as of the date they are
made, and Park Sterling undertakes no obligation to update any
forward-looking statement to reflect the impact of circumstances or
events that arise after the date the forward-looking statement was
made.
CONTACT: James C. Cherry
Chief Executive Officer
Park Sterling Corporation
704-716-2134
jcherry@parksterlingbank.com
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