ELKIN, NC, Apr 09 (MARKET WIRE) --
Yadkin Valley Financial Corporation (NASDAQ: YAVY) announced that it has
completed a merger with Cardinal State Bank, which was headquartered in Durham,
NC. Based on December 31, 2007 financial statements, the combined entity will
have approximately $1.4 billion in total assets, $1.0 billion in net loans
held for investment, and $1.1 billion in deposits. Common shares outstanding
will total approximately 11.4 million. The Bank will serve eleven counties in
centraland western North Carolina through its twenty-eight full-service
branches.
Cardinal State Bank ("Cardinal") merged with and into Yadkin Valley Bank and
Trust Company (the "Bank"), a wholly owned subsidiary of Yadkin Valley Financial
Corporation (the "Company"), in a cash and stock deal whereby Cardinal
shareholders will receive $23.5 million in cash and approximately 884,000 shares
in
Company stock. In addition holders of Cardinal stock options will receive $0.9
million in cash and approximately 140,000 options to buy shares of Company stock
at an average price of $13.03/share.
The outstanding shares of the Company's common stock, with respect to each
shareholder of record of Cardinal common stock as of February 11, 2008, were
converted into the right to receive:
(i) a number of shares of Company common stock equal to the product of
0.91771 times the number of shares of Cardinal common stock held by such
holder of record;
(ii) an amount in cash equal to the product of $17.62 times the number of
shares of Cardinal common stock held by such holder of record; or
(iii) a combination of shares of Company common stock and cash subject to an
overall mix of 42% stock and 58% cash.
The Cardinal proxy statement/prospectus, dated February 11, 2008, was mailed
to Cardinal shareholders on or around February 15, 2008. This proxy
statement/prospectus sets forth additional information with respect to the
Merger.
The total consideration for stock and options of approximately $42.0 million
is
based on the Company stock price of $19.01 per share on June 14, 2007, which
was the date that the merger agreement was signed.
The stock portion of the deal represents 42% of the 2,294,662 shares of
Cardinal common stock that were outstanding as of the close of business on
March 31, 2008, times the conversion ratio in the Merger Agreement of
0.91771. The $23.5 million in cash and the 884,000 new shares of Company common
stock will be distributed to Cardinal shareholders after the shareholder
election and certificate transmittal forms have been tabulated. Each Shareholder
who
submitted his/her form by the April 4th deadline should receive a check, book
entry advice of shares held by the transfer agent, or a combination thereof by
April 30, 2008.
Shareholders or brokers with questions about allocation or issuance of
checks and Company stock should contact the Company at 336-526-6312 or the
transfer agent, First Citizens, at 877-685-0576 during normal business hours.
Yadkin Valley Financial Corporation is the holding company for Yadkin Valley
Bank and Trust Company, a full service community bank providing services in
twenty-eight branches throughout its four regions in North Carolina. The
Yadkin Valley Bank region serves Ashe, Forsyth, Surry, Wilkes, and Yadkin
Counties and operates a loan production office in Wilmington, NC. The
Piedmont Bank region serves Iredell and Mecklenburg Counties. The High Country
Bank
region serves Avery and Watauga Counties. The Cardinal State Bank region serves
Durham and Orange Counties. The Bank provides mortgage lending services
through its subsidiary, Sidus Financial, LLC, headquartered in Greenville, North
Carolina. The securities brokerage services are provided by Main Street
Investment
Services, Inc., a Bank subsidiary with four offices located in the branch
network.
This news release contains forward-looking statements. Such statements
aresubject to certain factors that may cause the Company's results to vary from
those expected. These factors include changing economic and financial market
conditions, competition, ability to execute our business plan, items already
mentioned in this press release, and other factors described in our filings
with the Securities and Exchange Commission. Readers are cautioned not to place
undue reliance on these forward-looking statements, which reflect management's
judgment only as of the date hereof. The Company undertakes no obligation to
publicly revise these forward-looking statements to reflect events and
circumstances that
arise after the date hereof.
For additional information contact:
William A. Long
President and CEO
Edwin E. Laws
CFO
(336) 526-6312
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