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SYNOVUS NEWS RELEASE
FINANCIAL CORP. -----------------------------------------------------------
Filed by Synovus Financial Corp.
Commission File No. 001-10312
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Synovus Financial Corp.
On September 19, 2000, Synovus Financial Corp., a Georgia corporation,
Carolina Southern Bank, a South Carolina banking corporation, and The National
Bank of South Carolina, a national banking association, jointly issued the
following press release:
For Immediate Release
Contact:Patrick A. Reynolds Sara B. Fisher John S. Poole
Synovus Investor Relations NBSC Marketing President, Carolina Southern
(706) 649-4973 (803) 929-2132 (864) 594-6671
Synovus To Acquire Carolina Southern Bank
Bank will merge with The National Bank of South Carolina
Columbus, Ga., Sept. 19, 2000 -- Synovus Financial Corp. (NYSE: "SNV") has
announced it will acquire Carolina Southern Bank (Nasdaq: "CSBK"), the community
bank with $212.4 million in assets based in Spartanburg, S.C., for $61.4 million
in stock and merge the company with The National Bank of South Carolina (NBSC),
the Synovus affiliate based in Columbia, S.C.
The transaction is expected to be final in the first quarter of 2001, pending
regulatory and shareholder approval. Synovus will account for the acquisition
using the pooling of interests method; Carolina Southern shareholders will
receive 0.8514 Synovus shares for each share of Carolina Southern common stock
they hold. This transaction is expected to be accretive to Synovus in 2001.
Carolina Southern reported net income of about $2.7 million for the trailing
12-month period ending June 30, 2000.
"Carolina Southern will substantially strengthen the presence of NBSC in
Spartanburg, one of the fastest-growing communities in South Carolina and the
Southeast," said James H. Blanchard, chairman and CEO of Synovus Financial Corp.
"We have found this company's people culture and dedication to customer service
to be a wonderful match for NBSC," Blanchard said. "As a combined company, we
will offer enhanced products and services to the customers of Carolina Southern,
and we expect to add value for shareholders of both companies."
Carolina Southern will add its four branches in the Spartanburg area to the two
branches NBSC opened in that community seven years ago. After the acquisition is
complete, NBSC will operate a total of 11 branches in South Carolina's booming
Upstate area.
Spartanburg County is part of South Carolina's largest metropolitan area, the
home of BMW Manufacturing Corporation and more than 100 international firms
from 19 countries. Spartanburg reports the highest per capita international
investment of any area in the country.
"We are extremely pleased to have Carolina Southern join our team. Carolina
Southern is a very strong community-oriented bank that shares many of the same
philosophies of NBSC," said Fred L. Green III, president and CEO of NBSC, based
in Columbia. "We are committed to our South Carolina communities and are very
pleased that we are forming this alliance to create a stronger, more convenient
bank for Carolina Southern and NBSC customers."
"This transaction will allow us to build on our very strong foundation in
Spartanburg and Inman," said John S. Poole, president and CEO of Carolina
Southern. "We will now be able to offer our customers additional products and
services while giving them an expanded branch base and network of ATMs from
which to transact business."
The National Bank of South Carolina, a statewide bank established in 1905,
operates 42 branches in 23 communities across South Carolina. See NBSC on the
Web at www.nationalbanksc.com.
Synovus Financial Corp. is a multi-financial services company with $13.7 billion
in assets based in Columbus, Ga. Synovus operates 39 banks serving communities
in Georgia, Alabama, Florida and South Carolina; pointpathbank,
(www.pointpathbank.com) the innovative financial community for online consumers,
including engaged and newly wed couples; an 80.8-percent share of Total System
Services, Inc. (NYSE: "TSS") (www.totalsystem.com), one of the world's leading
providers of payment services; DotsConnect, a wholly owned TSYS subsidiary that
provides the e-payments link between buyers and sellers on the Web
(www.dotsconnect.com); Synovus Mortgage Corp., which offers mortgage services
throughout the Southeast; and Synovus Leasing Services, a commercial leasing
company. Synovus is No. 5 on FORTUNE magazine's list of "The 100 Best Companies
To Work For In America" for 2000. See Synovus on the web at www.synovus.com.
This press release contains statements that constitute "forward-looking
statements" within the meaning of the Securities Act of 1933 and the Securities
Exchange Act of 1934 as amended by the Private Securities Litigation Reform Act
of 1995. "Forward-looking" statements contained in this press release include
the intent, belief or current expectations of Synovus and members of its senior
management team with respect to future earnings growth, as well as the
assumptions upon which such statements are based. Prospective investors are
cautioned that any such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties, and that actual results may
differ materially from those contemplated by such forward-looking statements.
Important factors currently known to management that could cause actual results
to differ materially from those contemplated by the forward-looking statements
in this press release include, but are not limited to, competitive pressures
arising from aggressive competition from other lenders; factors that affect the
delinquency rate on Synovus' loans and the rate at which Synovus' loans are
charged off; changes in the cost and availability of funding due to changes in
the deposit market and credit market, or the way in which Synovus is perceived
in such markets; and the effects of government policy and regulations, including
restrictions and/or limitations arising from banking laws, regulations and
examinations. Additional factors that could cause actual results to differ
materially from those contemplated in this press release can be found in
Synovus' filings with the Securities and Exchange Commission, including its
Annual Report on Form 10-K, quarterly reports on Form 10-Q and current reports
on Form 8-K.
Synovus will be filing a Registration Statement on Form S-4 and other
relevant documents concerning the merger with the SEC. Such document also
will serve as a proxy statment for Carolina Southern Bank. WE URGE INVESTORS TO
READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED
WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors will be able
to obtain the documents free of charge at the SEC's Web site, www.sec.gov.
In addition, documents filed with the SEC by Synovus will be available free of
charge from the Corporate Secretary of Synovus at Suite 301, One Arsenal Place,
901 Front Avenue, Columbus, Georgia 31901, Telephone 706-649-4751. READ THE
REGISTRATION STATEMENT CAREFULLY BEFORE MAKING A DECISION CONCERNING THE
MERGER.
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