Wednesday, June 28, 2000
Company Press Release
SOURCE: RHBT Financial Corporation
RHBT Financial Corporation Announces Letter of Intent To Acquire Ridgeway
Bancshares, Inc.
ROCK HILL, S.C., June 28/PRNewswire/ -- RHBT Financial Corporation Nasdaq: RHBT
- news), holding company for Rock Hill Bank & Trust, today announced that it has
signed a letter of intent to acquire Ridgeway Bancshares, Inc. in a pooling of
interests transaction valued at $15.8 million. Headquartered in Ridgeway, South
Carolina, Ridgeway Bancshares, Inc. is the holding company for The Bank of
Ridgeway, South Carolina's oldest banking organization with approximately $67.5
million in total assets. The Bank of Ridgeway will continue to operate as a
separate bank, wholly owned by RHBT Financial Corporation. Following
consummation of the proposed merger, which is anticipated to occur no later than
year end 2000, RHBT Financial Corporation is expected to have total assets in
excess of $250 million and total shareholders' equity in excess of $26 million.
Under the agreement, RHBT Financial Corporation will exchange 26.355 shares of
its common stock for each outstanding share of Ridgeway Bancshares, Inc. common
stock. Following the proposed merger, RHBT Financial Corporation will have
2,775,138 total shares outstanding. In addition, RHBT Financial Corporation will
increase its board of directors from nine to thirteen members, with the four
vacancies to be filled by members of Ridgeway's current board. Finally,
beginning in 2001, RHBT Financial Corporation intends to declare a cash dividend
payable to all shareholders of the combined companies.
Commenting on the proposed combination, J. A. Ferguson, Jr., President and Chief
Executive Officer, commented, "We are looking forward to being associated with
one of the most profitable and well run banking institutions in the state of
South Carolina. The merger will provide us with a solid position in the growing
mid-state region, complimenting what we have been able to achieve in our
existing York County market. Additionally, there are a number of economies
arising from this merger that we anticipate will be immediately additive to
earnings in fiscal 2000 and beyond."
Consummation of the proposed merger is subject to regulatory approvals, approval
by the board of directors and shareholders of both companies, and due diligence.
RHBT Financial Corporation is the holding company for Rock Hill Bank & Trust, a
banking organization based in Rock Hill, South Carolina. Rock Hill Bank & Trust
currently operates three banking locations, including two locations in Rock Hill
and one location in the Fort Mill/Tega Cay area.
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RHBT Financial Corporation common stock trades on The Nasdaq Stock Market under
the symbol "RHBT."
Certain statements in this news release contain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995, such
as statements relating to financial results and plans for future business
development activities, and are thus prospective. Such forward-looking
statements are subject to risks, uncertainties and other factors, which could
cause actual results to differ materially from future results expressed or
implied by such forward-looking statements. These statements appear in a number
of places in this release and include all statements that are not statements of
historical fact regarding the intent, belief, or expectations of the Company and
its management. These forward-looking statements are not guarantees of future
performance and actual results may differ materially from those projected in the
forward-looking statements. Potential risks and uncertainties include, but are
not limited to, regulatory and shareholder approvals, completion of due
diligence, the Company's brief operating history and historically low trading
volume, its ability to manage growth and its changing operations, general
economic conditions, competition, interest rate sensitivity, exposure to
regulatory and legislative changes and other uncertainties detailed from time to
time in the Company's Securities and Exchange Commission filings.
SOURCE: RHBT Financial Corporation
