BNC Bancorp (BNCN)

[Enterprising Investor]

BNC Bancorp Signs Definitive Agreement To Acquire Charleston-Based Harbor Bank Group, Inc. (6/05/14)

HIGH POINT, N.C., June 5, 2014 /PRNewswire/ -- BNC Bancorp ("BNC" or the "Company," NASDAQ: BNCN), the holding company for Bank of North Carolina, today announced it has entered into a definitive agreement to acquire all of the common stock of Harbor Bank Group, Inc. ("Harbor"), the holding company for Harbor National Bank, in a stock transaction valued at approximately $50.6 million, based on the closing price of BNC common stock on June 4, 2014.

Harbor, headquartered in Charleston, South Carolina, is the holding company for Harbor National Bank, which operates four branches in Charleston and Mount Pleasant. As of March 31, 2014, Harbor reported approximately $306 million in assets, $253 million in loans, $250 million in deposits and $33 million in tangible common equity. Upon completion of the transaction, BNC is expected to have approximately $4.0 billion in assets, $3.0 billion in loans, and $3.4 billion in deposits. The transaction is expected to be immediately accretive to BNC Bancorp's fully diluted earnings per share, excluding deal costs.

Under the terms of the agreement, which has been approved by the Boards of Directors of both companies, Harbor's shareholders will receive 0.950 shares of the Company's common stock for each share of Harbor common stock owned, resulting in the issuance of a total of approximately 2,977,000 shares in the exchange. The transaction, which is subject to regulatory approval, the approval of the shareholders of Harbor and other customary conditions, is expected to close in the fourth quarter of 2014.

Commenting on the announcement, Rick Callicutt, President and Chief Executive Officer of BNC, said, "We are pleased to announce the agreement to acquire Harbor, one of the leading community banks in the Charleston, SC market. This will greatly increase our presence in the Charleston MSA moving us into the top ten in deposit market share. We are most excited about Charlie Rivers and his team joining BNC to create a formidable community bank in a very important growth market in South Carolina. The Harbor team has spent their entire careers in the Charleston market, which has allowed them to build a great bank that consistently outperforms its peer group. Charlie and his team will be a crucial part of our goal of creating a meaningful community bank option for South Carolina businesses and families."

Charlie Rivers, President of Harbor, added, "We are pleased to join forces with BNC Bancorp to provide enhanced and long-term value to our customers and communities. Our combination with BNC, with combined total assets of more than $4.0 billion, will provide greater capital resources and operational scale that will allow us to grow with the robust Charleston economy and capture additional market share."

Womble Carlyle Sandridge & Rice, LLP provided legal counsel to BNC Bancorp. Banks Street Partners, LLC served as financial advisor to Harbor and has rendered a fairness opinion to its Board of Directors in connection with this transaction. Bryan Cave, LLP provided legal counsel to Harbor.

INVESTOR PRESENTATION

Further information on the terms of this transaction will be included in a Form 8-K to be filed by BNC with the Securities and Exchange Commission ("SEC") and is available at http://www.bncdeliversmore.com/investorpresentation.

ABOUT BNC BANCORP

Headquartered in High Point, NC, BNC Bancorp is the parent company of Bank of North Carolina, a commercial bank with $4.0 billion in assets (subsequent to the acquisition of Harbor). Bank of North Carolina provides a complete line of banking and financial services to individuals and businesses through its 48 banking offices in North and South Carolina, which will increase to 52 banking offices after the acquisition of Harbor. Bank of North Carolina is insured by the FDIC and is an equal housing lender. BNC Bancorp's stock is traded and quoted in the NASDAQ Capital Market under the symbol "BNCN."

ABOUT HARBOR BANK GROUP, INC.

Harbor Bank Group, Inc., headquartered in Charleston, South Carolina, is the holding company for Harbor National Bank, which provides a full range of commercial and consumer banking services from four banking offices located in Charleston and Mount Pleasant. Harbor also provides mortgage banking services from offices in Greenville, Hilton Head and Charleston.

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