First Capital Bancorp Inc (FCVA)

[Enterprising Investor]

Park Sterling Corporation Completes Merger With First Capital Bancorp, Inc. (1/04/16)

CHARLOTTE, NC--(Marketwired - January 04, 2016) - Park Sterling Corporation (NASDAQ: PSTB) ("Park Sterling"), the holding company for Park Sterling Bank, announced today that its acquisition of First Capital Bancorp, Inc. (NASDAQ: FCVA) ("First Capital"), the holding company for First Capital Bank, was completed at 12:01 a.m. on January 1, 2016. Also on January 1, 2016, First Capital Bank was merged with and into Park Sterling Bank. The acquired branches will operate as a division of Park Sterling Bank until the conversion of core operations, which is expected to occur by the third quarter of 2016.

Based on September 30, 2015 financial information and preliminary estimated purchase accounting adjustments, the combined company has approximately $3.1 billion in total assets, $2.5 billion in total deposits and $2.2 billion in total loans, and a network of 57 offices in the Carolinas, Virginia and North Georgia, including 10 offices in the now combined Richmond market.

Total consideration for the acquisition is approximately $87.1 million based upon the $7.32 per share closing price of Park Sterling common stock on December 31, 2015, the trading day prior to completion of the merger. Under the terms of the merger agreement, First Capital shareholders could elect to receive either $5.54 in cash, 0.7748 Park Sterling shares or a combination thereof for each share of First Capital common stock, subject to the limitation that the total consideration for shareholders will consist of 30.0% in cash and 70.0% in Park Sterling shares. First Capital warrant holders could elect to receive either $1.77 in cash, 0.24755 Park Sterling shares or a combination thereof for each First Capital warrant, subject to the limitation that the total consideration for warrant holders will consist of 30.0% in cash and 70.0% in Park Sterling shares. Those First Capital shares and warrants exchanged for stock will convert to Park Sterling shares in a tax-free exchange. Cash will also be paid in lieu of fractional shares. Park Sterling expects to issue approximately 8,376,472 shares as consideration in the merger. Final proration results will be announced once available.

James C. Cherry, Chief Executive Officer of Park Sterling, commented, "We are excited to complete our merger with First Capital and appreciate the strong effort from both teams in reaching this important milestone. We look forward to leveraging the combined company's larger balance sheet, distinctive product capabilities, strong branch network, empowered in-market bankers and exceptional service culture to provide financial solutions that address each customer's unique financial needs. We also remain confident that this attractive partnership will drive immediate efficiencies and provide accelerated revenue growth opportunities for our shareholders."

About Park Sterling Corporation

Park Sterling Corporation, the holding company for Park Sterling Bank, is headquartered in Charlotte, North Carolina. Park Sterling, a regional community-focused financial services company with approximately $3.1 billion in assets, is the largest community bank headquartered in the Charlotte area and has 57 banking offices in the Carolinas, Virginia and North Georgia. The bank serves professionals, individuals, and small and mid-sized businesses by offering a full array of financial services, including deposit, mortgage banking, cash management, consumer and business finance, capital markets and wealth management services with a commitment to "Answers You Can Bank On®." Park Sterling prides itself on being large enough to help customers achieve their financial aspirations, yet small enough to care that they do. Park Sterling is focused on building a banking franchise that is noted for sound risk management, strong community focus and exceptional customer service. For more information, visit www.parksterlingbank.com. Park Sterling Corporation shares are traded on NASDAQ under the symbol PSTB.

http://www.marketwired.com/press-release/park-sterling-corporation-completes-merger-with-first-capital-bancorp-inc-nasdaq-pstb-2085172.htm