Stonegate Bank (SGBK) to Acquire Insignia Bank in $36.5M Deal

August 24, 2016 5:46 PM EDT

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Stonegate Bank (NASDAQ: SGBK) announced today the signing of a definitive agreement by which Stonegate will acquire all the operations of Insignia Bank ("Insignia"). Stonegate Bank's management expects the combination will increase total assets to approximately $3.0 billion and will rank Stonegate Bank as the 7th largest bank headquartered in Florida. In addition, this acquisition will make Stonegate Bank the largest community bank by total deposits in Sarasota County.

The transaction is valued at approximately $36.5 million in the aggregate or $13.52 per share of Insignia common stock. The value of the total consideration expected to be received by Insignia's common shareholders represents approximately 1.48x Insignia's tangible book value as of June 30, 2016, adjusted for an anticipated equity contribution pursuant to the anticipated exercise of certain Insignia common stock options.

Under the terms of the agreement, Insignia shareholders will be entitled to receive shares of SGBK common stock. The number of SGBK shares to be issued will be determined based on the 20 trading day average closing price of SGBK's common stock as of the second business day prior to the closing date, subject to a minimum price of $27.69 and a maximum price of $35.60.

Insignia Bank, headquartered in Sarasota, Florida, is a state chartered bank operating two branches located in Sarasota County, Florida, and two Loan Production Offices located in Manatee and Pinellas Counties. As of June 30, 2016, Insignia had total assets of $248 million, total loans of $188 million and total deposits of $210 million.

"This acquisition significantly expands our deposit market share to approximately 3.3% of total deposits in Sarasota County, resulting in Stonegate having the largest deposit market share of any community bank in Sarasota County," said Dave Seleski, President and Chief Executive Officer of Stonegate Bank. "After consummation of the merger, Stonegate's total combined deposits in west Florida are expected to exceed $850 million. The combination will give Stonegate more leverage to deliver products to our target market in west Florida."

"This merger provides significant enhancements for our customers, staff and shareholders afforded by a larger, publicly traded organization with a local presence," said Charles Brown, Insignia Bank Chairman and CEO.

Charles Brown will be CEO of Charlotte, Sarasota and Manatee Counties with Tyrone Shinn as President.

Stonegate estimates the transaction to be accretive to earnings per share, based on the anticipated fully-phased in cost saves, and slightly dilutive to Stonegate's tangible book value per share. This transaction will mark Stonegate's 10th acquisition since 2009.

The merger has been approved by the Boards of Directors of Stonegate Bank and Insignia Bank. In addition to certain customary closing conditions, approval by the shareholders of Insignia Bank and Stonegate Bank, as well as the applicable bank regulatory agencies, will be required prior to completing the transaction. The closing is expected to take place in the first quarter of 2017.

Keefe, Bruyette & Woods, Inc. served as financial adviser to Stonegate Bank. Gunster, Yoakley & Stewart, P.A. served as legal counsel to Stonegate Bank. Hovde Group, LLC served as financial adviser to Insignia Bank and rendered a fairness opinion in connection with the transaction. Smith Mackinnon, P.A. served as legal counsel to Insignia Bank.

Conference Call Information A conference call to discuss the transaction is scheduled for Thursday, August 25, 2016, at 2:00 p.m. EDT. Interested parties are invited to participate by dialing 1-866-820-3585 and entering conference ID number 69525776. An investor presentation regarding the transaction discussed on this call will be available for download at on the Investor Relations - Bank News and Releases page.

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