Nov 4 - NewBridge Bancorp (Nasdaq: NBBC) and CapStone Bank (OTCQB: CPSE) have announced the signing of a definitive agreement of combination. The combination will result in a community bank with total assets of $2.5 billion and a significant banking presence in the top four metro markets in North Carolina.
Based on Sept. 30, 2013, financials and NewBridge's recently announced acquisition of Security Savings Bank, the combined bank will have total loans of approximately $1.7 billion, deposits of $1.9 billion and 40 offices across the state. The combined bank will operate as NewBridge Bank with headquarters in Greensboro, N.C.
"This combination will create one of the largest community banks in North Carolina and further establishes NewBridge Bank as a strategically active acquirer in the Carolinas and Virginia," said Pressley A. Ridgill, president and CEO of NewBridge Bancorp and NewBridge Bank. "CapStone's exceptional reputation and tremendous success in the Triangle are admired throughout the industry, and we are honored to be partnering with them. Welcoming their team members and clients to NewBridge will significantly bolster our existing presence in the Triangle while offering clients of both banks expanded office locations throughout North Carolina. Of equal importance, we believe shareholders of both institutions will benefit from the combination of these thriving community banks."
Commenting on the combination, Mike Patterson, chairman, president and CEO of CapStone Bank, stated, "We are very pleased to be joining with NewBridge. Both CapStone and NewBridge are vibrant, values-based financial institutions with similar corporate cultures and clientele. We believe joining forces with NewBridge creates a beneficial situation for all of CapStone's constituencies. Our clients will enjoy a larger footprint spanning from Charlotte to Wilmington, and the communities we serve will benefit from NewBridge's broader range of products and services. Our employees will join a larger company with more opportunities for advancement and we believe our shareholders will benefit from the significant earnings potential of a $2.5 billion bank."
Under the terms of the agreement, CapStone's shareholders will receive 2.25 shares of NewBridge common stock for each share of CapStone common stock. This implies a deal value of $16.60 per share, or approximately $63.6 million, based on NewBridge's average closing stock price over the last 10 trading days. CapStone shareholders are expected to own approximately 22 percent of the resulting company.
The merger was unanimously approved by the boards of directors of each company. The combination, which is subject to shareholder and regulatory approval, is expected to close in the first quarter of 2014. The rebranding of CapStone offices is anticipated to occur in the second quarter of 2014.
NewBridge Bancorp was advised in this transaction by FIG Partners, LLC as financial advisor and Brooks, Pierce, McLendon, Humphrey, and Leonard, LLP as legal advisor. CapStone Bank was advised by Raymond James & Associates, Inc. as financial advisor and Wyrick Robbins Yates and Ponton LLP as legal advisor.