Company Website:
http://www.bankozarks.com/
LITTLE ROCK, Ark. & NEW YORK -- (Business Wire)
Bank of the Ozarks, Inc. (NASDAQ: OZRK) and Intervest Bancshares
Corporation (NASDAQ: IBCA) jointly announced today the signing of a
definitive agreement and plan of merger (“Agreement”) whereby Bank of
the Ozarks, Inc. (“Company”) will acquire Intervest Bancshares
Corporation (“Intervest”) and its wholly-owned bank subsidiary Intervest
National Bank (“Intervest Bank”), with offices in Florida and New York,
in an all-stock transaction. According to the terms of the Agreement,
the Company will acquire all of the outstanding common stock of
Intervest in a transaction valued at approximately $228.5 million, less
the amount paid by Intervest to cash out all outstanding stock options,
stock appreciation rights and stock warrants, and subject to other
potential adjustments. Closing of the transaction is expected to be
immediately accretive to the Company’s book value per common share and
its tangible book value per common share. The transaction is also
expected to be accretive to the Company’s diluted earnings per common
share for the first twelve months after the transaction closes and
thereafter.
Intervest operates seven offices, six in West Central Florida and one in
New York City. At June 30, 2014, Intervest had approximately $1.6
billion of total assets, $1.2 billion of loans and $1.3 billion of
deposits.
Lowell S. Dansker, Chairman and Chief Executive Officer of Intervest,
stated, “I am proud of the organization our team has built over the last
21 years since my father and I started Intervest. We believe this
transaction offers additional benefits to our customers and the
communities we serve, value for our shareholders and opportunities for
our employees. We are pleased to partner with Bank of the Ozarks, one of
the best and most respected banks in the United States. Our team is
delighted to be joining Bank of the Ozarks and we look forward to
working together and building additional value for our combined
shareholders.”
“We are pleased to announce the acquisition of Intervest, our twelfth
acquisition in recent years and our largest to date,” commented George
Gleason, Chairman and Chief Executive Officer of Bank of the Ozarks.
“Intervest’s six offices and quarter century heritage in the Pinellas
County, Florida market are a great complement to our four offices in
nearby Manatee County. Intervest’s New York and Florida lending teams
have a long track record of serving commercial real estate borrowers and
product types not currently offered by Bank of the Ozarks. We expect the
Intervest lending team to operate as a separate Stabilized Properties
Group within Bank of the Ozarks, providing us yet another growth engine
for earning assets,” Gleason added.
Under the terms of the Agreement, which has been unanimously approved by
the boards of directors of both companies, each holder of outstanding
shares of common stock of Intervest will receive shares of common stock
of the Company. The number of Company shares to be issued will be
determined based on the Company’s ten day average closing stock price as
of the fifth business day prior to the closing date, subject to a
minimum and maximum price of $23.95 and $39.91, respectively.
Upon the closing of the transaction, Intervest will merge into the
Company and Intervest Bank will merge into the Company’s wholly-owned
bank subsidiary, Bank of the Ozarks. Completion of the transaction is
subject to certain closing conditions, including customary regulatory
approvals and the approval of the shareholders of Intervest. The
transaction is expected to close in the fourth quarter of 2014 or the
first quarter of 2015.
In addition to the information contained within this announcement, an
Investor Presentation containing additional information regarding this
transaction has been posted on the Company’s website www.bankozarks.com
under “Investor Relations” and on Intervest’s website at www.intervestbancsharescorporation.com.
Intervest was advised by the investment banking firm of Sandler O’Neill
+ Partners, L.P. and the law firm of Harris Beach PLLC. Bank of the
Ozarks, Inc. was represented by the law firm of Kutak Rock LLP.
ABOUT THE COMPANY
Bank of the Ozarks, Inc. is a bank holding company with $6.3 billion in
total assets as of June 30, 2014 and trades on the NASDAQ Global Select
Market under the symbol “OZRK.” The Company owns a state-chartered
subsidiary bank that conducts banking operations through 164 offices in
Arkansas, Georgia, North Carolina, Texas, Florida, Alabama, South
Carolina, New York and California. The Company may be contacted at (501)
978-2265 or P. O. Box 8811, Little Rock, Arkansas 72231-8811. The
Company’s website is: www.bankozarks.com.
ABOUT INTERVEST
Intervest Bancshares Corporation is a bank holding company with $1.6
billion in total assets as of June 30, 2014 and trades on the NASDAQ
Global Select Market under the symbol “IBCA.” Its operating subsidiary
is Intervest National Bank, a nationally chartered commercial bank with
its headquarters and a full-service banking office at One Rockefeller
Plaza, in New York City, and six full-service banking offices in
Clearwater and Pasadena, Florida. Intervest can be contacted at (212)
218-2000 or One Rockefeller Plaza, Suite 400, New York, New York 10020.
Intervest’s website is www.intervestbancshares.com.
ADDITIONAL INFORMATION
This communication is being made in respect of the proposed merger
transaction involving the Company and Intervest. This communication does
not constitute an offer to sell or the solicitation of an offer to buy
any securities or a solicitation of any vote or approval. In connection
with the proposed merger, the Company will file with the Securities and
Exchange Commission (“SEC”) a registration statement on Form S-4 that
will include a proxy statement/prospectus for the shareholders of
Intervest. The Company also plans to file other documents with the SEC
regarding the proposed merger transaction. Intervest will mail the final
proxy statement/prospectus to its shareholders. BEFORE MAKING ANY VOTING
OR INVESTMENT DECISION, INVESTORS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER
RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. The proxy statement/prospectus, as well as other
filings containing information about the Company and Intervest, will be
available without charge, at the SEC’s Internet site (http://www.sec.gov).
Copies of the proxy statement/prospectus and the filings with the SEC
that will be incorporated by reference in the proxy statement/prospectus
can also be obtained, when available, without charge, from the Company’s
website at http://www.bankozarks.com
under the Investor Relations tab and on Intervest’s website at http://www.intervestbancsharescorporation.com.
The Company and Intervest, and certain of their respective directors,
executive officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies from the
shareholders of Intervest in respect of the proposed merger transaction.
Information regarding the directors and executive officers of the
Company is set forth in the definitive proxy statement for the Company’s
2014 annual meeting of shareholders, as filed with the SEC on March 11,
2014 and in Forms 3, 4 and 5 filed with the SEC by its executive
officers and directors. Information regarding the directors and
executive officers of Intervest is set forth in the definitive proxy
statement for Intervest’s 2014 annual meeting of shareholders, as filed
with the SEC on April 1, 2014 and in Forms 3, 4 and 5 filed with the SEC
by its executive officers and directors. Additional information
regarding the interests of such participants will be included in the
proxy statement/prospectus and other relevant documents regarding the
proposed merger transaction filed with the SEC when they become
available.
CAUTION ABOUT FORWARD-LOOKING STATEMENTS
This communication contains certain forward-looking information about
the Company and Intervest that is intended to be covered by the safe
harbor for “forward-looking statements” provided by the Private
Securities Litigation Reform Act of 1995. All statements other than
statements of historical fact are forward-looking statements. In some
cases, you can identify forward-looking statements by words such as
“may,” “hope,” “will,” “should,” “expect,” “plan,” “anticipate,”
“intend,” “believe,” “estimate,” “predict,” “potential,” “continue,”
“could,” “future” or the negative of those terms or other words of
similar meaning. These forward-looking statements include, without
limitation, statements relating to the terms and closing of the proposed
transaction between the Company and Intervest, the proposed impact of
the merger on the Company’s financial results, including any expected
increase in the Company’s book value and tangible book value per common
share and any expected increase in diluted earnings per common share,
acceptance by Intervest’s customers of the Company’s products and
services, the opportunities to enhance market share in certain markets,
market acceptance of the Company generally in new markets, and the
integration of Intervest’s operations. You should carefully read
forward-looking statements, including statements that contain these
words, because they discuss the future expectations or state other
“forward-looking” information about the Company and Intervest. A number
of important factors could cause actual results or events to differ
materially from those indicated by such forward-looking statements, many
of which are beyond the parties’ control, including the parties’ ability
to consummate the transaction or satisfy the conditions to the
completion of the transaction, including the receipt of shareholder
approval, the receipt of regulatory approvals required for the
transaction on the terms expected or on the anticipated schedule; the
parties’ ability to meet expectations regarding the timing, completion
and accounting and tax treatments of the transaction; the possibility
that any of the anticipated benefits of the proposed merger will not be
realized or will not be realized within the expected time period; the
risk that integration of Intervest’s operations with those of the
Company will be materially delayed or will be more costly or difficult
than expected; the failure of the proposed merger to close for any other
reason; the effect of the announcement of the merger on employee and
customer relationships and operating results (including, without
limitation, difficulties in maintaining relationships with employees and
customers); dilution caused by the Company’s issuance of additional
shares of its common stock in connection with the merger; the
possibility that the merger may be more expensive to complete than
anticipated, including as a result of unexpected factors or events;
general competitive, economic, political and market conditions and
fluctuations; and the other factors described in the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2013 and in
its most recent Quarterly Reports on Form 10-Q filed with the SEC, or
described in Intervest’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2013 and in its most recent Quarterly Reports on Form
10-Q filed with the SEC. The Company and Intervest assume no obligation
to update the information in this communication, except as otherwise
required by law. Readers are cautioned not to place undue reliance on
these forward-looking statements that speak only as of the date hereof.
Contacts:
Bank of the Ozarks
Susan Blair, 501-978-2217
or
Intervest
Lowell
Dansker, 212-218-2800
Source: Bank of the Ozarks, Inc.
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