STUART, Fla., Nov. 22 /PRNewswire-FirstCall/ -- Seacoast Banking
Corporation of Florida (Nasdaq: SBCF) and Big Lake Financial Corporation ("Big
Lake") announced the signing of a definitive merger agreement. Big Lake,
headquartered in Okeechobee, Florida, will add approximately $312 million in
assets, $200 million in loans and $286 million in deposits, as well as nine
offices in six Central Florida counties where it is the region's largest
community bank.
(Logo: http://www.newscom.com/cgi-bin/prnh/20050916/SEACOASTLOGO )
"We are pleased to be expanding into these markets and the opportunity
they provide," said Dennis Hudson, Chairman and CEO. "Florida's coastal
communities are rapidly growing, prompting business and industry to look
inland for manufacturing, distribution and more affordable housing. The
result is an increasing growth in population and business activity in these
Central Florida markets. The geographic area served by Big Lake is a natural
extension of our existing operations in the Palm Beach, Treasure Coast and
Orlando market areas."
Two members of Big Lake's board, Edwin E. Walpole, III, CEO and owner of
Walpole, Inc., a nationwide trucking concern, and H. Gilbert Culbreth, Jr.,
CEO and owner of Gilbert Chevrolet Co. and Gil Culbreth Realtors, will join
the board of First National Bank and Trust Company of the Treasure Coast
("First National"), a Seacoast banking subsidiary, upon the merger of Big Lake
National Bank into First National. "We are delighted that Joe G. Mullins, who
has served for over 16 years as President of Big Lake, and his team will
continue to lead our efforts in serving Okeechobee, Highlands, Glades, Hardee,
Hendry and DeSoto Counties, Florida," said Jean Strickland, President of First
National. Following the merger, Mullins will serve as President of First
National's big lake region.
"We cannot conceive of a better partner to help us build upon our home-
town banking tradition," said Edwin E. Walpole, III, Chairman of Big Lake. "A
predecessor to First National operated until 1933 in Okeechobee, Florida as
Citizens Bank of Okeechobee. Seacoast's roots extend back to its founding
many years ago in our town. Today, as our community has grown, so have its
banking needs. Our alignment with another high quality, local community bank
will provide us with a greater capability to meet those needs and better
opportunities for our officers and employees." A. Douglas Gilbert, President
of Seacoast, stated: "We look forward to combining the superior talent and
customer focus found in both companies and are confident that we will build
value for all shareholders in the coming years."
Big Lake has for many years successfully executed a relationship based
business strategy resulting in a solid deposit base and overall funding costs
well below peers. At the end of September, the bank's deposit base included
30% noninterest bearing accounts and 90% core deposit accounts.
The Merger Agreement provides that Big Lake's shareholders will receive a
total 1,775,000 shares of Seacoast common stock in the transaction for all
outstanding shares of Big Lake stock. Based on today's closing price for
Seacoast shares, the transaction has a value of approximately $43,000,000.
Seacoast expects that the transaction, which is anticipated to close in the
second quarter of 2006, will be accretive to earnings per share in 2006 and
for the foreseeable future, without considering revenue or expense synergies.
Seacoast was advised by Burke Capital Group L.L.C. and Alston & Bird LLP.
Big Lake was advised by Hovde Financial and Smith McKinnon, P.A.
The proposed transaction is subject to approval by Big Lake's shareholders
and applicable regulatory authorities. Seacoast will file a registration
statement including a proxy statement/prospectus and other relevant documents
concerning the proposed transaction with the SEC. Big Lake's shareholders are
urged to read the registration statement and the proxy statement/prospectus
regarding the proposed transaction when it becomes available and any other
relevant documents filed with the SEC, as well as any amendments or
supplements to those documents, because these will contain important
information. You will be able to obtain a free copy of the proxy
statement/prospectus, as well as other filings containing information about
Seacoast and Big Lake, at the SEC's Internet site ( http://www.sec.gov ). You
will also be able to obtain these documents, free of charge, at
http://www.seacoastbanking.net .
Seacoast and Big Lake, and their respective directors and executive
officers, may be deemed to be participants in the solicitation of proxies from
Big Lake's shareholders in connection with the merger. Information about the
directors and executive officers of Seacoast and their ownership of Seacoast
common stock is set forth in the proxy statement dated April 11, 2005 for
Seacoast's 2005 annual meeting of shareholders, as filed with the SEC on a
Schedule 14A. Additional information regarding the interests of those
participants and other persons who may be deemed participants in the
transaction may be obtained by reading the joint proxy statement/prospectus
regarding the proposed transaction when it becomes available. You may obtain
free copies of these documents as described in the preceding paragraph.
Seacoast will host a conference call to discuss the acquisition and review
its plans for this new market on Monday, November 28, 2005 at 11:00 A.M.
Eastern Time. This conference call will be available by dialing
(800) 640-9765 with the entry code of 13325551. For those unable to listen to
the live call, a replay will be available beginning in the afternoon of
November 28 until December 31, 2005 by dialing (877) 213-9653 with the entry
code of 13325551. Slides used during the conference call may be accessed on
the company website at http://www.seacoastbanking.net under "presentations."
Cautionary Notice Regarding Forward-Looking Statements
This press release contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, including, without limitation, statements
about the benefits and timing of the merger between Seacoast and Big Lake,
including future financial and operating results, cost savings, enhanced
revenues, and accretion to reported earnings that may be realized from the
merger, as well as statements with respect to Seacoast's and Big Lake's plans,
objectives, expectations and intentions and other statements that are not
historical facts. Actual results may differ from those set forth in the
forward-looking statements.
Forward-looking statements include statements with respect to our beliefs,
plans, objectives, goals, expectations, anticipations, estimates and
intentions, and involve known and unknown risks, uncertainties and other
factors, which may be beyond our control, and which may cause the actual
results, performance or achievements of Seacoast to be materially different
from future results, performance or achievements expressed or implied by such
forward-looking statements. You should not expect us to update any forward-
looking statements.
You can identify these forward-looking statements through our use of words
such as "may," "will," "anticipate," "assume," "should," "indicate," "would,"
"believe," "contemplate," "expect," "estimate," "continue," "point to,"
"project," "could," "intend" or other similar words and expressions of the
future. These forward-looking statements may not be realized due to a variety
of factors, including, without limitation: the effects of future economic
conditions; governmental monetary and fiscal policies, as well as legislative
and regulatory changes; the risks of changes in interest rates on the level
and composition of deposits, loan demand, and the values of loan collateral,
securities, and interest sensitive assets and liabilities; interest rate risks
and sensitivities; the effects of competition from other commercial banks,
thrifts, mortgage banking firms, consumer finance companies, credit unions,
securities brokerage firms, insurance companies, money market and other mutual
funds and other financial institutions operating in our market areas and
elsewhere, including institutions operating regionally, nationally and
internationally, together with such competitors offering banking products and
services by mail, telephone, computer and the Internet; and the failure of
assumptions underlying the establishment of reserves for possible loan losses.
The risks of mergers and acquisitions, include, without limitation: unexpected
transaction costs, including the costs of integrating operations; the risks
that the businesses of Seacoast and Big Lake will not be integrated
successfully or that such integration may be more difficult, time-consuming or
costly than expected; the potential failure to fully or timely realize
expected revenues and revenue synergies, including as the result of revenues
following the merger being lower than expected; the risk of deposit and
customer attrition; any changes in deposit mix; unexpected operating and other
costs, which may differ or change from expectations; the risks of customer and
employee loss and business disruption, including, without limitation, as the
result of difficulties in maintaining relationships with employees; the risk
of obtaining necessary governmental approvals of the merger on the proposed
terms and schedule; the potential failure of Big Lake's shareholders to
approve the merger; increased competitive pressures and solicitations of Big
Lake's customers by competitors; as well as the difficulties and risks
inherent with entering [a rural ][the Central Florida] market.
All written or oral forward-looking statements attributable to us are
expressly qualified in their entirety by this cautionary notice, including,
without limitation, those risks and uncertainties described in our annual
report on Form 10-K for the year ended December 31, 2004 under "Special
Cautionary Notice Regarding Forward-Looking Statements," and otherwise in our
SEC reports and filings. Such reports are available upon request from
Seacoast, or from the Securities and Exchange Commission, including through
the SEC's Internet website at http://www.sec.gov .
Other Important Information About this Press Release
Big Lake's shareholders are urged to read the proxy statement/prospectus
regarding the proposed transaction when it becomes available, because it will
contain important information about Seacoast, Big Lake and the proposed
transaction. Big Lake's shareholders will be able to obtain a free copy of
the proxy statement/prospectus, as well as other filings containing
information about Seacoast and Big Lake, without charge, at the SEC's Internet
website at http://www.sec.gov . Copies of the proxy statement/prospectus and
the filings with the SEC that will be incorporated by reference into, or
otherwise referred to in, the proxy statement/prospectus can also be obtained,
without charge, by directing a written request to Seacoast Banking Corporation
of Florida, 815 Colorado Avenue, Stuart, Florida 34994, Attention: Office of
the Secretary, or to Big Lake Financial Corporation, 1409 South Parrott
Avenue, Okeechobee, Florida 34974, Attention: President.
This press release does not constitute an offer to sell, or a solicitation
of an offer to buy, shares of Seacoast's common stock, or the solicitation of
any proxies from Big Lake's shareholders.
SOURCE Seacoast Banking Corporation of Florida
-0- 11/22/2005
/CONTACT: Dennis S. Hudson, III, Chairman and Chief Executive Officer,
+1-772-288-6085, or Douglas Gilbert, President, +1-772-288-6031, or William R.
Hahl, Executive Vice President and Chief Financial Officer, +1-772-221-2825,
all of Seacoast Banking Corporation of Florida/
/Photo: http://www.newscom.com/cgi-bin/prnh/20050916/SEACOASTLOGO
AP Archive: http://photoarchive.ap.org
PRN Photo Desk, photodesk@prnewswire.com /
/Web site: http://www.seacoastbanking.net /
(SBCF)
CO: Seacoast Banking Corporation of Florida; Big Lake Financial Corporation;
First National Bank and Trust Company of the Treasure Coast
ST: Florida
IN: FIN
SU: TNM CCA
DS-AC
-- FLTU023 --
6624 11/22/200517:23 ESThttp://www.prnewswire.com