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EXHIBIT 99.1
First Bancorp to Acquire Century Bancorp, Inc.
FRIDAY, OCTOBER 20, 2000
TROY, NORTH CAROLINA AND THOMASVILLE, NORTH CAROLINA - First Bancorp
(NASDAQ - FBNC) and Century Bancorp, Inc. (NASDAQ-CENB) jointly announce the
signing of a definitive merger agreement providing for the merger of Century
into First Bancorp. First Bancorp is the holding company for First Bank and
First Savings Bank of Moore County. Century is the holding company for Home
Savings, Inc., SSB, a one branch savings institution located in Thomasville, NC.
As of June 30, 2000, Century had total assets of $101 million, total loans of
$88 million, and total deposits of $74 million.
The terms of the agreement call for shareholders of Century to have the
option to receive either $20.00 in cash or a fixed exchange ratio of 1.3333
shares of First Bancorp common stock for each share of Century common stock that
they own. This election is subject to the requirement that, subject to certain
possible adjustments that may be necessary to achieve the intended tax
treatment, 60% of Century's shares outstanding will be exchanged for cash and
40% of Century's shares outstanding will be exchanged for shares of First
Bancorp stock. To the extent that Century shareholders elect to receive more
aggregate stock or cash consideration than permitted by the agreement, pro rata
allocations will be made.
Jimmie Garner, President and CEO of First Bancorp, states, "We are
delighted to be joining forces with such a fine company that is so well
respected in the Thomasville area. Thomasville is an attractive market that
First Bank has long considered entering. Century, and its banking subsidiary
Home Savings, will provide First Bank with immediate credibility and a customer
base that we hope to be able to provide with additional products and services."
Mr. Garner also noted that Jim Hudson, the current president of Century,
will remain with First Bancorp as an executive vice president and will be
joining the First Bancorp Board of Directors. "I have known Jim for many years
and always had great admiration and respect for him. I look forward to working
with him, and I congratulate him, the Century Board of Directors, and the
employees of Home Savings for their excellent company," stated Mr. Garner.
Mr. Hudson spoke on behalf of the employees and Board of Directors of
Century, "We are very pleased to be joining with First Bancorp. It is a
community-oriented institution which, much like Home Savings, distinguishes
itself with its focus on customer service. Our cultures are very similar and
therefore are a good fit for each other. We are eager to join First Bank and
provide our customers with its additional products and services."
"We don't take lightly the responsibility we have to the customers of Home
Savings. We know that Home Savings has served Thomasville well since 1915,"
stated Mr. Garner. Addressing the customers of Home Savings, Mr. Garner stated,
"We will do everything we can to continue to earn your business and loyalty.
Since Home Savings will be operated as a branch of First Bank, Home Savings'
customers can expect to be served by the same people as in the past."
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Mr. Garner also noted in connection with this proposed transaction that the
First Bancorp Board of Directors has authorized the Company to repurchase shares
of the company's common stock up to the amount of shares that the company
expects to issue upon completion of the acquisition (currently approximately
585,000 shares). These repurchases may take place in the open market or
privately negotiated transactions on a time-to-time and ongoing basis, depending
upon market conditions and subject to compliance with all applicable securities
laws and regulations.
The transaction is expected to be consummated late in the first quarter or
early in the second quarter of 2001 and will result in a company with over $1
billion in assets in a 15 county region primarily across the central piedmont
region of North Carolina. The transaction is intended to qualify as a tax-free
reorganization, will be accounted for as a purchase transaction, and is subject
to regulatory approval and approval by Century's shareholders.
This news release contains forward-looking statements, including estimates
of future operating results and other forward-looking financial information for
First Bancorp and Century Bancorp, Inc. These estimates constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. As such, the estimates involve significant risks
and uncertainties. Actual results may differ materially due to such factors as:
(1) expected cost savings from the merger not materializing within the expected
time frame; (2) revenues following the merger not meeting expectations; (3)
failure to retain the customer bases of the two institutions following the
merger; (4) competitive pressures among financial institutions increasing
significantly; (5) costs or difficulties related to the integration of the
businesses of First Bancorp and Century, Inc. being greater than anticipated;
(6) general economic conditions being less favorable than anticipated; (7)
legislation or regulatory changes adversely affecting the business in which the
combined company will be engaged; and (8) the timing of the completion of the
transactions..
First Bancorp's common stock is traded on the NASDAQ National Market under
the symbol FBNC. Broker contacts for market makers of First Bancorp's common
stock include Legg Mason (Paul Newton at 1-800-628-5770), Scott & Stringfellow,
Inc. (Jeff O'Quinn at 1-800-763-1893), Sterne, Agee, & Leach, Inc. (Sandy Park
at 1-800-239-6921), Trident Securities (Sadler Stukes at 1-800-340-6321), and
Wachovia Securities, Inc. (Kel Normann at 1-800-929-1019).
Contacts: First Bancorp - James H. Garner - (910) 576-6171
Century Bancorp, Inc. - James G. Hudson, Jr. - (336) 475-4663
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