OKLAHOMA CITY and LOS ANGELES, March 10,
2016 /PRNewswire/ -- Midland Financial Co., the holding
company for MidFirst Bank, and 1st Century Bancshares, Inc.
(NASDAQ: FCTY), the holding company for 1st Century Bank, National
Association, jointly announced today they have entered into a
definitive agreement pursuant to which Midland will acquire 1st
Century Bancshares. Simultaneously with the closing of the
acquisition, 1st Century Bank will be merged into MidFirst
Bank. Following these transactions, the business of 1st
Century Bank will continue to operate under the 1st Century brand
as a division of MidFirst Bank.
1st Century Bank operates three locations in the Los Angeles, California market, serving the
unique needs of businesses and professionals on the Westside of
Los Angeles, and is distinguished
as the premier private bank in the area.
1st Century Bank was established in 2004 by a team of
entrepreneurs, banking veterans, and local leaders. As of
December 31, 2015, 1st Century
Bancshares had assets totaling $732
million, net loans of $589
million and deposits of $598
million.
The merger, expected to close in the second half of 2016, has
been approved by the boards of directors of both banks and holding
companies, and is subject to customary conditions including
stockholder and regulatory approvals. Under the terms of the
agreement, 1st Century Bancshares, Inc. stockholders will receive
cash of $11.22 per share.
MidFirst Bank Chairman Jeff
Records, 1st Century Bancshares Chairman Alan Rothenberg and 1st Century Bank CEO
Jason DiNapoli announced the
agreement jointly stating they are excited about the opportunities
for the combined company. Mr. Rothenberg will serve as the
chairman of the 1st Century Bank division and Jason DiNapoli
will lead the division as its CEO.
Mr. Records stated, "1st Century is a well-designed, customer
focused community bank that has shown remarkable growth and
customer loyalty over its decade long expansion. Like 1st Century,
MidFirst prides itself on its strong commitment to the community
and dedication to an unparalleled customer experience. The
exceptional management team at 1st Century gives us great
confidence for its continued growth in the robust Los Angeles marketplace."
Mr. Rothenberg added, "MidFirst Bank's combination of size,
private ownership and relationship focus creates an optimal
situation for 1st Century Bank and our clients. This
transaction will provide significant benefits for our clients, our
employees and our stockholders. Our clients will benefit from
our ability to offer expanded borrowing capacity and a broader
selection of products and services. Our employees will
benefit from the greater career development opportunities that come
with being part of a larger financial institution with a national
presence. And our stockholders will realize strong value from
their investment in 1st Century."
Jason DiNapoli added, "MidFirst
is a great partner for us and shares our passion for providing a
superior banking experience for clients. Over the past
decade, 1st Century has grown into the premier bank focusing on the
Westside of Los Angeles. The capital, financial strength and
product breadth provided by MidFirst will enable 1st Century to
continue building our unique franchise. I am very proud to
lead 1st Century as we enter an exciting new phase of the Bank's
growth."
MidFirst was advised in this transaction by Macquarie Capital as
financial advisor and Covington & Burling LLP as legal
counsel. 1st Century was advised in this transaction by
Sandler O'Neill & Partners, LP as financial advisor and by
Sullivan & Cromwell LLP and Richards, Layton & Finger, P.A.
as legal counsel.
About MidFirst Bank
Headquartered in Oklahoma City,
MidFirst Bank is one of the nation's largest privately held banks,
serving more than 600,000 customers as of December 31, 2015. The merger of MidFirst
and 1st Century will result in a combined company with assets well
in excess of $12 billion.
MidFirst holds IDC's highest possible Bank Safety Rating, placing
it in the top five percent of all U.S. financial institutions.
MidFirst Bank has more than 50 banking centers in Oklahoma, 24 banking centers in Arizona and three banking centers in
Denver. Additionally, it has commercial lending offices in
Atlanta, Dallas, Houston, New
York and Southern
California.
About 1st Century Bancshares, Inc.
1st Century Bancshares, Inc. is a publicly owned company traded
on the NASDAQ Capital Market under the symbol "FCTY." 1st
Century Bancshares' wholly-owned subsidiary, 1st Century Bank, is
headquartered in the Century City
area of Los Angeles, with a full
service business bank in Century
City and relationship offices in Santa Monica and Beverly Hills. 1st Century Bank's
primary focus is serving the specific banking needs of
entrepreneurs, professionals and small businesses with the personal
service of a traditional community bank, while offering the
technologies of a large money center bank.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in
respect of the proposed acquisition of 1st Century by
Midland. In connection with the merger, 1st Century
Bancshares, Inc. ("1st Century") intends to file relevant materials
with the Securities and Exchange Commission (the "SEC"), including
a preliminary proxy statement on Schedule 14A. Following the
filing of the definitive proxy statement with the SEC, 1st Century
will mail the definitive proxy statement and a proxy card to each
stockholder entitled to vote at the special meeting of stockholders
relating to the merger. STOCKHOLDERS ARE URGED TO CAREFULLY
READ THESE MATERIALS IN THEIR ENTIRETY (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT 1ST
CENTURY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. The
proxy statement and other relevant materials (when available), and
any and all documents filed by 1st Century with the SEC, may also
be obtained for free at the SEC's website at www.sec.gov. In
addition, stockholders may obtain free copies of the documents
filed with the SEC by 1st Century via 1st Century's Investor
Relations section of its website at www.1cbank.com or by contacting
Jessica R. Graham, Corporate
Secretary, 1st Century Bancshares, Inc., 1875 Century Park East,
Suite 1400, Los Angeles, CA 90067,
(310) 270-9500.
1st Century and its directors and officers may be deemed to be
participants in the solicitation of proxies in respect of the
transactions contemplated by the merger agreement.
Information regarding 1st Century's directors and executive
officers is contained in 1st Century's proxy statement dated
April 7, 2015, previously filed with
the SEC. To the extent holdings of securities by such
directors or executive officers have changed since the amounts
printed in 1st Century's 2015 proxy statement, such changes have
been or will be reflected on Statements of Change in Ownership on
Form 4 filed with the SEC. Additional information regarding
the identity of potential participants, and their direct or
indirect interests, by security holdings or otherwise, will be set
forth in the proxy statement to be filed by 1st Century in
connection with the merger.
Safe Harbor
Statements about 1st Century and its business in this
communication which are not statements of historical fact,
including, but not limited to, statements regarding the expected
completion of the merger (including the timing thereof), the
ability to consummate the merger (including but not limited to the
receipt of all required regulatory approvals), 1st Century's future
strategy and plans and commentary regarding future results of
operations and prospects, are forward-looking statements and are
intended to be covered by the safe harbor for "forward-looking
statements" provided by the Private Securities Litigation Reform
Act of 1995. These statements are based on 1st Century's
current expectations, estimates and assumptions, and are subject to
many risks, uncertainties and unknown future events that could
cause actual results to differ materially. Actual results may
differ materially from those set forth in this communication due to
the risks and uncertainties related to the merger and/or inherent
in 1st Century's business, including, without limitation: the risk
that 1st Century stockholders do not approve the Merger; the
occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement; the response
by stockholders to the merger; the failure to satisfy each of the
conditions to the consummation of the merger, including but not
limited to, the risk that a governmental entity may prohibit, delay
or refuse to grant approval for the consummation of the merger on
acceptable terms, or at all; risks related to disruption of
management's attention from 1st Century's ongoing business
operations due to the merger; the effect of the announcement of the
merger on 1st Century's relationships with its customers,
suppliers, operating results and business generally; the risk that
any announcements relating to the merger could have adverse effects
on the market price of 1st Century's common stock; the outcome of
any legal proceedings related to the merger; risks related to
employee retention as a result of the merger; the risk that the
merger will not be consummated within the expected time period or
at all; the impact of changes in interest rates; political
instability; changes in the monetary policies of the U.S.
Government; a renewed decline in economic conditions or continued
sluggish growth; deterioration in the value of California real estate, both residential and
commercial; an increase in the level of non-performing assets and
charge-offs; further increased competition among financial
institutions; 1st Century's ability to continue to attract interest
bearing deposits and quality loan customers; further government
regulation, including regulations regarding capital requirements,
and the implementation and costs associated with the same; internal
and external fraud and cyber-security threats including the loss of
bank or customer funds, loss of system functionality or the theft
or loss of data; and management's ability to successfully manage
1st Century's operations. For a discussion of these and other
factors that could impact 1st Century's operations or financial
results and cause 1st Century's results to differ materially from
those in the forward-looking statements, please refer to our
filings with the SEC, particularly 1st Century's Annual Report on
Form 10-K for the fiscal year ended December
31, 2015. Forward-looking statements speak only as of
the date they are made and 1st Century is under no obligation to
(and specifically disclaims any such obligation to) update or alter
its forward-looking statements, whether as a result of new
information, future events or otherwise.
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SOURCE MidFirst Bank