Independent Investment Banking
| 23-Feb-2010 |
Cortez Community Bank Enters into Agreement to Obtain Additional Capital |
FOR IMMEDIATE RELEASE
Brooksville, FL., Feb. 23, 2010 – Cortez Community Bank (OTC Pink Sheets: COTZ) (“Cortez” or the “Bank”) today announced that it has entered into a Stock Purchase Agreement (the “Agreement”) with BCOM CCB Holdings, LLC (“BCOM”), in which BCOM will make an investment of $15 million in Cortez.
Pursuant to the Agreement, BCOM will directly purchase from Cortez 8,108,108 shares of common stock at $1.85 per share.
In connection with the transaction, the Bank will also offer up to 177,630 shares of common stock to its shareholders of record as of the date of the Agreement, at a price of not less than $1.85 per share.
Consummation of the transaction contemplated by the Agreement is subject to a number of conditions, among others, the following: (i) shareholder approval; (ii) receipt of all required regulatory approvals; and (iii) the absence of certain material adverse developments with respect to the Bank and its business.
Upon the completion of the transaction, BCOM would own not less than 80 percent of Cortez's outstanding common shares; and, subject to regulatory approval, BCOM will be registered as a bank holding company.
Don Page, President and CEO of Cortez stated that the additional capital was “essential to the continued success of CCB,” and the “best opportunity to return to profitability and growth.”
Thomas Hogan Jr., chairman of Cortez’s Board of Directors noted that “completion of these agreements should provide Cortez with capital in excess of levels required of us by our regulators. It also preserves Cortez as an independent company that can continue our mission of being a viable and healthy community banking organization," Hogan also noted that “while many banks are struggling, this expected capital infusion will enable Cortez Community Bank to continue to move forward. The contemplated sale of stock to BCOM is a positive and exciting opportunity for the Bank’s customers and shareholders.”
Denny St. Romain, Vice President of BCOM, stated “we are very excited about the contemplated investment and the opportunity it will provide Cortez to expand its business plan due to the strong capital levels the Bank will be operating with after the closing.”
Bilzin Sumberg Baena Price & Axelrod LLP and Stroock & Stroock & Lavan LLP acted as BCOM’s legal advisors.
Kendrick Pierce & Co. initiated the transaction and served as Cortez Community Bank’s financial advisor. Igler & Dougherty, P.A. acted as Cortez’s legal advisor.
Cortez Community Bank's stock is traded on the OTC Pink Sheets under the symbol COTZ. At December 31, 2009, Cortez Community Bank had two branches, both located in Hernando County, Florida and total assets of $82.0 million.
Certain statements made herein are “forward-looking statements” within the meaning and protections of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions, and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be forward-looking statements. Words such as “may,” “will,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “project,” “assume,” “indicate,” “continue,” “target,” “goal,” and similar words or expressions of the future are intended to identify forward-looking statements. These forward-looking statements involve risks and uncertainties, and a variety of factors could cause our actual results and experience to differ materially from the anticipated results or other expectations expressed in these forward-looking statements, including, without limitation, with respect to the contemplated investment by BCOM and the satisfaction of various closing conditions, some of which have being enumerated in this press release. All written and oral forward-looking statements that are made by or are attributable to us are expressly qualified in their entirety by this cautionary notice. We have no obligation and do not undertake to update, revise or correct any forward-looking statements. CONTACT: Donald R. Page, CEO & President Karen F. Smith, CFO (352) 799-6000 |