MOULTRIE, Ga., Aug. 16 /PRNewswire-FirstCall/ -- Ameris Bancorp
(Nasdaq: ABCB), announced today the signing of a definitive agreement to
acquire Islands Bancorp and its wholly-owned subsidiary, Islands Community
Bank, N.A. Islands is headquartered in Beaufort, South Carolina, and at June
30, 2006, had assets of approximately $70 million.
(LOGO: http://www.newscom.com/cgi-bin/prnh/20051117/CLTH039LOGO)
Under the terms of the agreement, Islands' shareholders will receive
$22.50 per share and may elect cash or Ameris common stock as consideration.
The definitive agreement contemplates that no more than 75% of the total
consideration will be the common stock of Ameris. Ameris expects the
transaction to close during the fourth quarter of 2006 and will be accretive
to its 2007 earnings.
"The opportunity to enter South Carolina and extend our franchise along
the coast is exciting. Beaufort County is one of the fastest growing markets
in the Southeast. Our partnership with Islands and our style of banking
positions us to capture this growth and with focused efforts, branch to other
growth markets in South Carolina," said Edwin W. Hortman, Jr., President and
Chief Executive Officer of Ameris. Martin Goodman, Chairman of Islands
Bancorp said, "We are pleased to be a part of Ameris' growth strategy. The
Company's passion about community banking will be very beneficial to our
communities, customers and employees."
The Islands' agreement has been approved by each party's Board of
Directors and is subject to the approval of the shareholders of Islands,
receipt of required regulatory approvals and other customary closing
conditions. Simultaneously with the closing of the transaction, Ameris will
merge Islands Community Bank, N.A. into its lead bank subsidiary and continue
to move towards the operation of a single bank subsidiary in all four states
where Ameris will operate.
Concurrently with the signing of the Islands definitive agreement, Ameris
is pleased to announce that C. John Hipp has joined the Company as Group
President, with the charge of building a significant presence in multiple
South Carolina markets. Mr. Hipp joins Ameris after an eighteen-month break
from executive management with another South Carolina-based bank. His banking
career spans more than thirty years and includes ten years as CEO of one of
the top 200 banks in the U.S. As Group President in charge of South Carolina,
Mr. Hipp's mission will be to build an aggressive and dynamic community bank
in the state's larger markets. Concerning his new position with Ameris, Mr.
Hipp commented, "My short sabbatical from banking has been a once in a
lifetime opportunity that allowed me to travel to interesting places.
However, I have missed my interaction with customers and employees. Knowing
that Ameris has a great heritage, high ethical standards and a strong belief
in community banking, I am looking forward to spearheading our aggressive
efforts in South Carolina."
Mr. Hortman, commenting on the leadership for South Carolina, stated,
"John Hipp is a seasoned, thirty-year banker with a record for recruiting
highly skilled professionals with a track record of success. He is a great
addition to our management team and having John lead the charge of building a
high performing community bank reflects the serious commitment of Ameris."
Ameris Bancorp is headquartered in Moultrie, Georgia, and has 42 locations
in Georgia, Alabama and northern Florida. Its common stock is traded on the
Nasdaq Global Select Market under the symbol "ABCB".
In connection with the proposed acquisition of Islands Bancorp by Ameris
Bancorp, Ameris and Islands will file with the Securities and Exchange
Commission a joint proxy statement/prospectus, which will be sent to the
shareholders of Islands seeking their approval of the proposed transaction.
WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IN CONNECTION WITH THE PROPOSED TRANSACTION
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT AMERIS, ISLANDS AND THE
PROPOSED TRANSACTION.
Investors and security holders may obtain free copies of these documents
through the website maintained by the Securities and Exchange Commission at
http://www.sec.gov. Documents filed with the SEC by Ameris will be available
free of charge by directing a request by telephone or mail to Ameris Bancorp,
24 2nd Avenue, S.E., Moultrie, Georgia 31768, attention Corporate Secretary.
Ameris' telephone number is (229) 890-1111. Documents filed with the SEC by
Islands will be available free of charge by directing a request by telephone
or mail to Islands Bancorp, 2348 Boundary Street, Beaufort, South Carolina
29902. Islands' telephone number is (843) 521-1968.
The directors, executive officers, and certain other members of management
of Islands may be soliciting proxies in favor of the merger from the company's
shareholders. Information about Islands' directors, executive officers, and
members of management is set forth in the proxy statement for Islands' 2006
Annual Meeting of Shareholders, which is available at the address provided in
the preceding paragraph.
Safe Harbor Regarding Forward-Looking Statements
Certain statements contained in this press release may be deemed to be
forward-looking statements under certain securities laws, including the "safe
harbor" provisions of the United States Private Securities Litigation Reform
Act of 1995, and Ameris and Islands intend that such forward-looking
statements be subject to the safe-harbor created thereby. The words "may,"
"could," "should," "would," "suspect," "outlook," "believe," "plan,"
"anticipate," "estimate," "expect," "intend," "forecast", "objective" and
words and expressions of similar import are intended to identify forward-
looking statements.
By their very nature, forward-looking statements involve numerous
assumptions and inherent risks and uncertainties, both general and specific,
and risks exist that predictions, forecasts, projections and other forward-
looking statements, including statements about the proposed acquisition of
Islands by Ameris, will not be achieved. We caution readers not to place undue
reliance on these statements as a number of important factors could cause our
actual results to differ materially from the beliefs, plans, objectives,
expectations, anticipations, estimates and intentions expressed in such
forward-looking statements. These factors include, but are not limited to, the
possibility that the proposed transaction does not close when expected or at
all because required regulatory, shareholder or other approvals are not
received or other conditions to the closing are not satisfied on a timely
basis or at all, that Ameris and Islands may be required to modify the terms
and conditions of the proposed transaction to achieve regulatory approval, or
that the anticipated benefits of the transaction are not realized as a result
of such things as the strength of the economy and competitive factors in the
areas where Islands does business; the impact of changes in the laws and
regulations regulating financial services and enforcement thereof (including
banking, insurance and securities); judicial judgments and legal proceedings;
Ameris' ability to complete the acquisition of Islands and to integrate it
with Ameris successfully; reputation risks, and other factors that may affect
future results of Ameris and Islands, including changes in trade policies,
timely development and introduction of new products and services, changes in
tax laws, and technological and regulatory changes. We caution that the
foregoing list of important factors is not exhaustive.
Ameris and Islands assume no obligation to update the forward-looking
statements contained in this press release.
SOURCE Ameris Bancorp
Contact: Dennis J. Zember Jr., Executive Vice President & CFO, +1-229- 890-1111; or C. John Hipp, Group President, +1-803-429-6210, both of Ameris Bancorp