Premier Community Bank of Florida agreed to merge with and into National Commerce Corporation (NCC), the parent company of National Bank of Commerce (NBC). The transaction is expected to result in a combined institution with approximately $3.4 billion in assets.
Under the terms of the definitive agreement, each share of common stock of Premier issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive 0.4218 shares of NCC common stock and $0.93 in cash. Each outstanding option to purchase shares of Premier common stock will be assumed by NCC and become an option to purchase shares of NCC common stock, with the exercise price and number of shares underlying the option adjusted according to a conversion ratio of 0.4440. NCC expects the transaction to result in minimal tangible book value per share dilution, with an expected earn-back period of less than one year.
Subsequent to the merger, the current offices of Premier will continue to operate as “Premier Community Bank of Florida, a division of National Bank of Commerce” under Premier’s existing management team.
“We are excited to announce the merger with Premier,” said Richard Murray, IV, president and CEO of NCC and NBC. “We have known [Premier President] Jim Kuhlman and followed his career for several years, and we look forward to the opportunity to work with him and his team to build a great company together.”
The boards of directors of NCC, NBC and Premier have approved the transaction. The merger is subject to customary closing conditions, including receipt of regulatory approvals and approval by Premier’s shareholders.
Keefe, Bruyette & Woods acted as financial adviser to NCC, while Maynard, Cooper & Gale acted as its legal adviser. Hovde Group acted as financial adviser to Premier, with Smith Mackinnon acting as its legal adviser.
