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RBC Centura acquires Alabama National BanCorporation
Deal expands RBC Centura's network to more than 440 locations
throughout high-growth Southeastern markets
RALEIGH, NC, September 6, 2007 — RBC Centura
Banks, Inc., a wholly owned subsidiary of Royal Bank of Canada
(RY on TSX and NYSE), and Birmingham-based Alabama National
BanCorporation (NASDAQ: ALAB) today announced the signing
of a definitive merger agreement pursuant to which RBC Centura
Banks, Inc., will acquire Alabama National BanCorporation
(ANB), parent of 11 subsidiary banks and other affiliated
businesses in, Alabama, Florida and Georgia.
Under the agreement, shareholders of ANB will receive $80
per share payable in cash, RBC shares or a combination of
each, valuing the deal at approximately $1.6 billion, with
the total transaction consideration consisting one half of
cash and one half of RBC shares. The acquisition is subject
to customary closing conditions, including approval by U.S.
and Canadian regulators and by ANB shareholders. The transaction,
scheduled to close in early 2008, is expected to make a significant
contribution to RBC Centura's revenue growth in the near term
and be accretive to RBC earnings in 2009.
"This acquisition positions RBC Centura even better
to serve the banking needs of businesses, business owners
and professionals in the Southeast," said Scott Custer,
chairman and chief executive officer of RBC Centura. "This
deal strengthens our ability to reach more customers in the
region by expanding our branch network to more than 440 locations,
solidifying our market position in Alabama and opening new
and important markets in Florida, and increasing our presence
in Atlanta.
"By adding 45 locations in Alabama, 45 locations in
Florida and 13 locations in Georgia, the acquisition of ANB
is a logical step for RBC Centura to gain market share in
the Southeast," Custer said.
"I am very pleased to have ANB join forces with RBC,"
said John H. Holcomb III, ANB Chairman and CEO. "Our
company's success over the years can be attributed to the
talented individuals we've hired and who have joined us from
acquisitions. Similarly, I'm excited about the prospect of
future success as our team joins RBC and leverages the cultural
and geographic fit between our organizations and as we become
part of one of North America's leading financial service organizations."
"This acquisition reflects RBC's stated approach to
expand strategically in the U.S." Custer said. "We
are continuing to pursue investments that will grow our business
in high growth markets and bring diverse service offerings
and capabilities to new and existing customers."
Under the agreement, RBC Centura will acquire ANB, which
includes 11 bank subsidiaries with 103 banking centers, eight
mortgage/loan offices and 124 ATMs. As of June 30, 2007, ANB
had assets of $7.9 billion, deposit balances of $5.8 billion
and loans of $5.7 billion. Upon completion of the transaction,
RBC Centura will surpass $33 billion in assets and will grow
to 85 locations in Alabama, 89 locations in Florida and 68
in Georgia.
The transaction extends RBC's growing U.S. financial services
platform focused on banking and wealth management. In addition
to RBC Centura, RBC's U.S. operations include: RBC Dain Rauscher,
a full-service securities firm headquartered in Minneapolis;
RBC Insurance, a national provider of insurance protection
and asset accumulation solutions based in Greenville, S.C.;
RBC Capital Markets, with corporate and investment banking
operations in New York, Minneapolis, Greenwich and other select
U.S. locations; and Global Private Banking with offices in
New York, Miami, Houston and San Francisco.
About ANB
ANB is a bank holding company operating 103 banking locations
through eleven bank subsidiaries in Alabama, Florida and Georgia.
Alabama subsidiaries include: First American Bank in north
central Alabama; Alabama Exchange Bank in Tuskegee; and Bank
of Dadeville. Florida subsidiaries are: Indian River National
Bank in Vero Beach; First Gulf Bank, N.A. in Escambia County,
Florida and Baldwin County, Alabama; Florida Choice Bank in
Central Florida including metro Orlando; Community Bank of
Naples, N.A.; Cypress Coquina Bank in Ormond Beach; and Millennium
Bank in Gainesville. ANB has two subsidiaries in Georgia:
Georgia State Bank and The Peachtree Bank, both in metropolitan
Atlanta. ANB provides full banking services to individuals
and businesses. Commercial mortgage services, including the
origination of permanent commercial real estate mortgage loans
for various lenders, are provided by Byars and Company, a
division of First American Bank. Brokerage services are provided
to customers through First American Bank's wholly owned subsidiary,
NBC Securities, Inc. Investments are not bank guaranteed,
not FDIC insured and may lose value.
About RBC Centura Banks, Inc.
RBC Centura offers a wide range of financial services and
advice, including a complete line of banking, investment,
loan, mortgage, life insurance, and other services, to individuals,
businesses and public institutions throughout the Southeast.
RBC Centura's multifaceted customer access network includes
more than 340 full-service banking centers, an extensive ATM
network, and telephone and Internet banking. In addition,
RBC Centura offers builder finance products through its RBC
Builder Finance division. RBC Centura Banks, Inc. is a wholly
owned subsidiary of Royal Bank of Canada (RY on TSX and NYSE).
Additional information about RBC Centura may be found at www.rbccentura.com.
About RBC
Royal Bank of Canada (RY on TSX and NYSE) and its subsidiaries
operate under the master brand name of RBC. We are Canada's
largest bank as measured by assets and market capitalization
and one of North America's leading diversified financial services
companies. We provide personal and commercial banking, wealth
management services, insurance, corporate and investment banking
and transaction processing services on a global basis. Our
corporate support team enables business growth with expert
professional advice and state-of-the art processes and technology.
We employ approximately 70,000 full- and part-time employees
who serve more than 15 million personal, business, public
sector and institutional clients throughout offices in North
America and 34 countries around the world. For more information,
please visit www.rbc.com.
Media Contacts:
Kristen Doherty, RBC Centura, (919) 788-6076
Jackie Braden, RBC, (416) 974-2124
Will Matthews, ANB, (205) 583-3650
Investor contacts:
Marcia Moffat, Investor Relations, RBC, (416) 955-7803
Bill Anderson, Investor Relations, RBC, (416) 955-7804
For general investor relations information please visit: www.rbc.com/investorrelations.
Will Matthews, ANB, (205) 583-3650
###
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 in any applicable Canadian securities legislation,
and RBC and Alabama National BanCorporation ("ANB ")
intend that such forward-looking statements be subject to
the safe-harbor created thereby. The words "may,"
"could," "should," "would,"
"will", "suspect," "outlook,"
"believe," "plan," "anticipate,"
"estimate," "expect," "intend,"
"forecast", 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,
expectations, projections and other forward-looking statements,
including statements about the proposed acquisition of ANB
by RBC Centura, 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 RBC Centura and ANB may be required to modify the terms
and conditions of the proposed transaction to achieve regulatory
or shareholder 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 ANB 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; RBC Centura's ability
to complete the acquisition of ANB and to integrate it with
RBC Centura successfully; reputational risks, and other factors
that may affect future results of Royal Bank of Canada, RBC
Centura and ANB, 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.
Royal Bank of Canada, RBC Centura and ANB assume no obligation
to update the forward-looking statements contained in this
press release.
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