Subsequent to the merger, Reunion will become a part of NBC, but will continue to operate under the "Reunion Bank of Florida" name and its existing management team. The transaction is expected to result in a combined institution with approximately $1.5 billion in assets.
John H. Holcomb, III, Chairman and Chief Executive Officer of NCC, spoke about the announcement, saying, "We welcome the opportunity to work with such great bankers as we continue to build a significant presence in central and northeast Florida. We have known the executives at Reunion for many years, and we recognize the value that they bring to their customers, who appreciate the benefits of working closely with talented bankers who understand their markets and have the authority to make decisions.
"The merger with Reunion is an important component of our strategic plan to build a meaningful community banking franchise in areas that we know well."
Michael L. Sleaford, President and Chief Executive Officer of Reunion, also commented on the announcement, saying, "Our affiliation with NCC will allow us to continue on our path to become the bank of choice for our communities by further strengthening our ability to serve the banking needs of our customers. Our entire team at Reunion shares with NCC and NBC a commitment to community banking and exceptional customer service.
"We are honored and excited to be a part of building an enduring community banking enterprise serving key markets in the Southeast."
Under the terms of the definitive agreement, each share of common stock of Reunion issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive either 0.7273 shares of NCC common stock or cash in the amount of $16.00.
However, the total amount of cash payable in the merger will be equal to, as nearly as practicable, but in no event will exceed, $7,365,680, which represents approximately 20% of the currently issued and outstanding shares of Reunion common stock.
Accordingly, elections by Reunion shareholders to receive a particular form of consideration, either cash or shares of NCC common stock, will be prorated as necessary to cause the total amount of cash payable by NCC in the merger to equal, as nearly as practicable, this maximum cash payment.
Further, each outstanding and unexercised option to purchase shares of common stock of Reunion will be converted into an option to purchase shares of NCC common stock, in accordance with the exchange ratio described above. Based on the 2,301,773 shares of common stock of Reunion currently issued and outstanding, NCC will issue approximately 1,339,264 shares of NCC common stock to Reunion shareholders in the merger, excluding any shares that may be issued in connection with future option exercises, and the currently outstanding options to purchase 286,343 shares of Reunion common stock will be converted into options to purchase approximately 208,257 shares of NCC common stock, at a weighted average exercise price of $14.11 per share.
The definitive agreement also provides that one current Reunion director will be selected by NCC and approved by Reunion to be added to the boards of directors of both NCC and NBC upon completion of the merger.
The boards of directors of NCC and NBC, and the board of directors of Reunion, have approved the transaction. The transaction is subject to customary closing conditions, including receipt of regulatory approvals and approval by Reunion’s shareholders.
