United Community Banks, Inc. and ANB Holdings, Inc., the Parent of American National Bank, Announce Merger Agreement
United Community Banks (NYSE: UCB) has announced a merger agreement to acquire ANB Holdings and its subsidiary, American National Bank, in an all-stock transaction valued at approximately $80 million. ANB Bank, headquartered in Oakland Park, Florida, reported total assets of $439 million, loans of $322 million, and deposits of $374 million as of September 30, 2024. The merger will strengthen UCB's presence in the greater Miami market following their 2023 acquisition of First National Bank of South Miami. The transaction is expected to be accretive to UCB's earnings by $0.04 per share in 2026 and is anticipated to close in Q2 2025, subject to regulatory and shareholder approvals.
United Community Banks (NYSE: UCB) ha annunciato un accordo di fusione per acquisire ANB Holdings e la sua controllata, American National Bank, in una transazione interamente azionaria del valore di circa 80 milioni di dollari. ANB Bank, con sede a Oakland Park, Florida, ha riportato un totale di attivi pari a 439 milioni di dollari, prestiti per 322 milioni di dollari e depositi di 374 milioni di dollari fino al 30 settembre 2024. La fusione rafforzerà la presenza di UCB nel mercato di Miami, dopo l'acquisizione della First National Bank of South Miami nel 2023. Si prevede che la transazione porterà un aumento degli utili per UCB di 0,04 dollari per azione nel 2026 e si anticipa che si concluderà nel secondo trimestre del 2025, soggetta ad approvazioni normative e degli azionisti.
United Community Banks (NYSE: UCB) ha anunciado un acuerdo de fusión para adquirir ANB Holdings y su subsidiaria, American National Bank, en una transacción totalmente en acciones valorada en aproximadamente 80 millones de dólares. ANB Bank, con sede en Oakland Park, Florida, reportó activos totales de 439 millones de dólares, préstamos de 322 millones de dólares y depósitos de 374 millones de dólares hasta el 30 de septiembre de 2024. La fusión fortalecerá la presencia de UCB en el mercado de Miami después de su adquisición del First National Bank of South Miami en 2023. Se espera que la transacción sea beneficiosa para las ganancias de UCB en 0,04 dólares por acción en 2026 y se anticipa que se cierre en el segundo trimestre de 2025, sujeto a aprobaciones regulatorias y de los accionistas.
United Community Banks (NYSE: UCB)는 ANB Holdings 및 그 자회사인 American National Bank를 약 8천만 달러에 해당하는 주식 거래로 인수하는 합병 계약을 발표했습니다. 플로리다주 오클랜드 파크에 본사를 둔 ANB Bank는 2024년 9월 30일 현재 총 자산이 4억 3천 9백만 달러, 대출이 3억 2천 2백만 달러, 예금이 3억 7천 4백만 달러라고 보고했습니다. 이번 합병은 UCB의 마이아미 시장 내 입지를 강화할 것이며, 이는 2023년 First National Bank of South Miami를 인수한 이후입니다. 이번 거래는 2026년 UCB의 주당 순이익을 0.04달러 증가시킬 것으로 예상되며, 2025년 2분기 내에 마무리될 것으로 기대되지만, 규제기관 및 주주들의 승인을 받아야 합니다.
United Community Banks (NYSE: UCB) a annoncé un accord de fusion pour acquérir ANB Holdings et sa filiale, American National Bank, dans une transaction entièrement par actions d'une valeur d'environ 80 millions de dollars. ANB Bank, dont le siège est à Oakland Park, Floride, a rapporté des actifs totaux de 439 millions de dollars, des prêts de 322 millions de dollars et des dépôts de 374 millions de dollars au 30 septembre 2024. La fusion renforcera la présence de UCB sur le marché de Miami, suite à leur acquisition de la First National Bank of South Miami en 2023. La transaction devrait être bénéfique pour les bénéfices de UCB de 0,04 dollar par action en 2026 et devrait être finalisée au deuxième trimestre de 2025, sous réserve des approbations réglementaires et des actionnaires.
United Community Banks (NYSE: UCB) hat eine Fusionsvereinbarung zur Übernahme von ANB Holdings und deren Tochtergesellschaft, der American National Bank, in einer rein aktienbasierten Transaktion im Wert von etwa 80 Millionen Dollar angekündigt. Die ANB Bank, mit Hauptsitz in Oakland Park, Florida, berichtete zum 30. September 2024 von Gesamtaktiva in Höhe von 439 Millionen Dollar, Krediten von 322 Millionen Dollar und Einlagen von 374 Millionen Dollar. Die Fusion wird die Präsenz von UCB im größeren Markt von Miami stärken, nachdem sie 2023 die First National Bank of South Miami übernommen haben. Es wird erwartet, dass die Transaktion die Erträge von UCB bis 2026 um 0,04 Dollar pro Aktie steigern wird und dass sie im 2. Quartal 2025 abgeschlossen sein wird, vorbehaltlich der Genehmigungen durch die Behörden und die Aktionäre.
- All-stock acquisition valued at $80 million strengthens presence in Miami market
- Target bank has strong deposit base with over $300 million in non-CD core deposits
- Transaction expected to be accretive to earnings by $0.04 per share in 2026
- Strategic expansion in fast-growing South Florida market
- Integration risks in merging operations and cultures
- Shareholder dilution due to all-stock transaction
- Regulatory approval uncertainty could delay closing
Insights
This strategic merger significantly expands United Community Banks' footprint in the lucrative South Florida market. The
The transaction's focus on the Miami metropolitan area is particularly noteworthy, building upon UCB's 2023 acquisition of First National Bank of South Miami. This market offers substantial growth opportunities given its demographic trends and economic vitality. The
The Miami-Dade market represents a strategic growth opportunity, with Oakland Park positioned in one of Florida's fastest-growing regions. The merger aligns with industry consolidation trends where larger banks are acquiring well-positioned community banks to penetrate high-growth markets. The all-stock transaction structure preserves capital while providing ANB shareholders continued upside through ownership in a larger, more liquid institution.
The retention of ANB's leadership team, particularly CEO Ginger Martin, is important for maintaining customer relationships and ensuring smooth integration. The emphasis on high-touch customer service and community development suggests potential for cross-selling opportunities and expansion of UCB's product offerings in this affluent market.
GREENVILLE, S.C., Dec. 03, 2024 (GLOBE NEWSWIRE) -- United Community Banks, Inc. (NYSE: UCB) (“United”) and ANB Holdings, Inc. (“ANB”) announced today the execution of a definitive merger agreement (the “Merger Agreement”) pursuant to which United will acquire ANB, and its wholly-owned subsidiary, American National Bank (“ANB Bank”), in an all-stock transaction with an aggregate value of approximately
ANB Bank is headquartered in Oakland Park, Florida, a northern and fast-growing part of the Miami metropolitan area. Founded in 1985, ANB Bank primarily services Miami Dade, Broward, and Palm Beach Counties. It is a premier franchise with an experienced management team led by President and Chief Executive Officer Ginger Martin. ANB Bank’s high-touch customer service is delivered to retail and business customers through one location on North Federal Highway in Oakland Park. As of September 30, 2024, ANB Bank reported total assets of
“This transaction strengthens our presence in the greater Miami market,” said Lynn Harton, Chairman and Chief Executive Officer of United. “We made an investment in this market with our acquisition of First National Bank of South Miami in 2023 and currently have an experienced and expanding team in place. The acquisition of American National Bank is an exciting opportunity to add a customer service focused hub in an attractive area with a team that shares our values of customer service, employee engagement, and community development.”
Ginger Martin, President and Chief Executive Officer of ANB Bank, stated, “We have spent many years developing a customer-centric business model and building an outstanding banking franchise in South Florida. In selecting a partner to help propel us into the next phase of our growth, it was important to identify a bank that was aligned with our core values. United Community is an exceptional fit. Their focus on the needs of the customer, combined with their larger balance sheet and expanded product and service offerings, will ensure that our customers continue to receive best in class service. I am excited about our partnership with United, and I believe that the combination of our two teams will result in tremendous success for both parties but even more importantly, our customers.”
Under the terms of the Merger Agreement, ANB shareholders will receive 1.650 shares of United common stock for each share of ANB common stock outstanding. The Merger is expected to be accretive to United’s earnings per share by approximately
Stephens Inc. acted as financial advisor to United, and Wachtell, Lipton, Rosen & Katz served as United’s legal advisor. Hovde Group, LLC served as ANB’s financial advisor, and Smith Mackinnon, PA served as ANB’s legal advisor.
About United Community Banks, Inc.
United Community Banks, Inc. (NYSE: UCB) is the financial holding company for United Community, a top 100 U.S. financial institution that is committed to improving the financial health and well-being of its customers and the communities it serves. United Community provides a full range of banking, wealth management and mortgage services. As of September 30, 2024, United Community Banks, Inc. had
About ANB Holdings, Inc.
ANB Holdings, Inc. is the holding company for American National Bank, Broward County’s oldest community bank. The bank is a full-service bank with one branch located in Oakland Park, Florida. American National Bank has been family owned and operated for over 38 years. With strong capital levels and a consistent 5-Star Superior Rating by Bauer, American National Bank serves the tri-county area of Miami Dade, Broward, and Palm Beach with an experienced team of professionals focused on developing meaningful, long-term relationships with clients. The Bank was recognized as a “Top Women-Led Business in Florida” for the tenth consecutive year in 2024 and is consistently recognized for its commitment and generosity in giving back to the community.
Caution About Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In general, forward-looking statements usually may be identified through use of words such as “may,” “believe,” “expect,” “anticipate,” “intend,” “will,” “should,” “plan,” “estimate,” “predict,” “continue” and “potential” or the negative of these terms or other comparable terminology, and include statements related to the expected timing of the closing of the Merger, the expected benefits of the Merger and the estimated returns and other financial impacts of the Merger to United. Forward-looking statements are not historical facts and represent management’s beliefs, based upon information available at the time the statements are made, with regard to the matters addressed; they are not guarantees of future performance. Actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. Forward-looking statements are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results or financial condition to differ materially from those expressed in or implied by such statements.
Factors that could cause or contribute to such differences include, but are not limited to (1) the risk that the cost savings and any revenue synergies from the Merger may not be realized or take longer than anticipated to be realized, (2) disruption from the Merger of customer, supplier, employee or other business partner relationships, (3) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, (4) the failure to obtain the necessary approval by the shareholders of ANB, (5) the possibility that the costs, fees, expenses and charges related to the Merger may be greater than anticipated, (6) the ability of United to obtain required governmental approvals of the Merger on the anticipated timeframe and without the imposition of adverse conditions, (7) reputational risk and the reaction of each of the companies’ customers, suppliers, employees or other business partners to the Merger, (8) the failure of the closing conditions in the Merger Agreement to be satisfied, or any unexpected delay in closing the Merger, (9) the risks relating to the integration of ANB’s operations into the operations of United, including the risk that such integration will be materially delayed or will be more costly or difficult than expected, (10) the risk of potential litigation or regulatory action related to the Merger, (11) the risks associated with United’s pursuit of future acquisitions, (12) the risk of expansion into new geographic or product markets, (13) the dilution caused by United’s issuance of additional shares of its common stock in the Merger, and (14) general competitive, economic, political and market conditions. Further information regarding additional factors which could affect the forward-looking statements can be found in the cautionary language included under the headings “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” in United’s Annual Report on Form 10-K for the year ended December 31, 2023, and other documents subsequently filed by United with the U.S. Securities and Exchange Commission (“SEC”).
Many of these factors are beyond United’s and ANB’s ability to control or predict. If one or more events related to these or other risks or uncertainties materialize, or if the underlying assumptions prove to be incorrect, actual results may differ materially from the forward-looking statements. Accordingly, shareholders and investors should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date of this communication, and neither United nor ANB undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. New risks and uncertainties may emerge from time to time, and it is not possible for United or ANB to predict their occurrence or how they will affect United or ANB.
United and ANB qualify all forward-looking statements by these cautionary statements.
Important Information About the Merger and Where to Find It
In connection with the Merger, United will file with the SEC a registration statement on Form S-4 that will include a proxy statement of ANB to be sent to ANB’s shareholders seeking their approval of the Merger Agreement. The registration statement also will contain the prospectus of United to register the shares of United common stock to be issued in connection with the Merger. INVESTORS AND SHAREHOLDERS OF ANB ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT, INCLUDING THE PROXY STATEMENT/PROSPECTUS THAT WILL BE A PART OF THE REGISTRATION STATEMENT WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED BY UNITED WITH THE SEC, INCLUDING ANY AMENDMENTS OR SUPPLEMENTS TO THE REGISTRATION STATEMENT AND THOSE OTHER DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT UNITED, ANB, AND THE MERGER.
The registration statement and other documents filed with the SEC may be obtained for free at the SEC’s website (www.sec.gov). You will also be able to obtain these documents, free of charge, from United at the “Investor Relations” section of United’s website at www.ucbi.com or from ANB at www.americannationalbank.com. Copies of the definitive proxy statement/prospectus will also be made available, free of charge, by contacting United Community Banks, Inc., P.O. Box 398, Blairsville, GA 30514, Attn: Jefferson Harralson, Telephone: (864) 240-6208, or ANB Holdings, Inc., 4301 North Federal Highway, Oakland Park, Florida 33308, Attn: Ginger Martin, Telephone: (954) 267-8108.
Participants in the Solicitation
United, ANB, and certain of their respective directors and executive officers, under the rules of the SEC may be deemed to be participants in the solicitation of proxies from ANB’s shareholders in favor of the approval of the Merger Agreement. Information about such directors and executive officers of United and their direct or indirect interests, by security holdings or otherwise, can be found under the headings “Director Compensation,” “Director Independence,” “Executive Compensation,” and “Security Ownership” in United’s definitive proxy statement in connection with its 2024 annual meeting of shareholders, as filed with the SEC on April 2, 2024 (available at: https://www.sec.gov/Archives/edgar/data/857855/000110465924042444/tm248368d7_def14a.htm), and other documents subsequently filed by United with the SEC. To the extent holdings of United common stock by its directors or executive officers have changed since the amounts set forth in United’s definitive proxy statement in connection with its 2024 annual meeting of shareholders, such changes have been or will be reflected in filings with the SEC on Form 3 (Initial Statement of Beneficial Ownership of Securities), Form 4 (Statement of Changes in Beneficial Ownership) or Form 5 (Annual Statement of Beneficial Ownership of Securities) (which are available at EDGAR Search Results https://www.sec.gov/edgar/search/#/category=form-cat2&ciks=0000857855&entityName=UNITED%2520COMMUNITY%2520BANKS%2520INC%2520(UCB%252C%2520UCB-PI)%2520(CIK%25200000857855)). Further information regarding the direct or indirect interests of the directors and executive officers of United, along with information about the directors and executive officers of ANB and their direct or indirect interests and information regarding the interests of other persons who may be deemed participants in the solicitation, may be obtained by reading the proxy statement/prospectus regarding the Merger when it becomes available. Free copies of this document may be obtained as described above.
For more information:
Jefferson Harralson
Chief Financial Officer
(864) 240-6208
Jefferson_Harralson@ucbi.com
FAQ
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