WATERBURY and NEW BRITAIN, Conn., July 19 /PRNewswire-FirstCall/ --
Webster Financial Corporation (NYSE: WBS), the holding company for Webster
Bank, N.A., and First City Bank (Amex: FBK) announced today a definitive
agreement under which Webster will acquire First City Bank, in a combination
cash and stock transaction valued at approximately $33 million or $27 per
common share of First City stock, payable 60% in Webster stock and 40% in
cash.
Upon completion of the acquisition, First City shareholders will be
entitled to receive either 0.57 shares of Webster common stock or $27 in cash
for each share of First City Bank stock, subject to proration.
"Webster is pleased to announce its partnership with First City Bank,
which strengthens our presence in the Hartford area as the leading
Connecticut-based bank. We pledge to continue to offer the high level of
personal service First City customers expect," stated Webster Chairman and
Chief Executive Officer, James C. Smith. "We will make the transition seamless
and look forward to providing our new customers with significantly expanded
access to offices, ATMs and our online banking system, as well as a broad
range of products and services."
"Webster is a very attractive merger partner for First City. Both banks
share a strong commitment to our customers and to Connecticut," said First
City President and Chief Executive Officer, John Manning, who will work with
Webster to integrate operations. "By merging with Webster, we will enhance our
ability to provide a full range of financial services without sacrificing the
personal attention and dedication that First City has always offered."
First City Bank was founded in 1989 and has assets totaling $185.2
million. It is headquartered in New Britain, Conn., with three additional
branches in Berlin, Plainville and Newington.
Webster expects the combination to be accretive to earnings, generating an
additional $2.3 million of cash earnings and $2.1 million of net income in the
first full year following conversion.
The transaction is subject to approval by regulatory authorities and First
City Bank's stockholders.
Webster Financial Corporation is the holding company for Webster Bank,
National Association and Webster Insurance. With $17 billion in assets,
Webster provides business and consumer banking, mortgage, insurance, financial
planning, trust and investment services through 145 banking offices, 266 ATMs,
telephone banking and the Internet. Webster Bank owns the asset-based lending
firm Webster Business Credit Corporation, the insurance premium finance
company Budget Installment Corp., and Center Capital Corporation, an equipment
finance company headquartered in Farmington, Connecticut. For more information
about Webster, including past press releases and the latest Annual Report,
visit the Webster website at http://www.websteronline.com .
Forward-Looking Statements
This press release contains forward-looking statements by First City Bank
and Webster Financial Corporation within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements include, but
are not limited to, statements regarding the benefits of the acquisition by
Webster Financial Corporation of First City Bank, including future business
opportunities and financial results, and Webster Financial Corporation's
intentions with respect to the combined company. These forward-looking
statements, which are based upon current beliefs and expectations, are subject
to business, economic and other uncertainties and contingencies, many of which
are beyond the control of Webster Financial Corporation and First City Bank.
Factors that may cause actual results to differ materially from those
contemplated by such forward-looking statements include, among others, (1) the
general risks associated with the delivery of financial products and services,
(2) fluctuating Investment returns, (3) rapid technological changes, (4)
increased competition, (5) less favorable general economic conditions, either
nationally or in the markets where the entities are or will be doing business,
(6) legislation or adverse changes in regulatory requirements (7) the failure
to achieve anticipated cost savings or to achieve such savings in a timely
manner, (8) costs, customer loss and business disruption in connection with
the acquisition or the integration of our companies may be greater than
expected, (9) failure to obtain governmental approvals without adverse
regulatory conditions, (10) difficulties associated with achieving expected
future financial results and (11) failure of First City Bank's stockholders to
approve the acquisition.
This document does not constitute an offer of any securities or sale.
Webster will file a prospectus or other documents regarding the proposed
business combination with the Securities and Exchange Commission. Investors
and security holders are urged to read the prospectus, when it becomes
available, because it will contain important information. Investors and
security holders will be able to obtain the documents free of charge at the
SEC's Web site, http://www.sec.gov. In addition, documents filed with the SEC
will be available free of charge by directing a request to:
Terrence K. Mangan
Senior Vice President, Investor Relations
Webster Financial Corporation
Webster Plaza
145 Bank Street
Waterbury, CT 06720
Telephone: 203/578-2318
THE OFFERING OF WEBSTER COMMON STOCK WILL BE MADE ONLY BY MEANS OF A
PROSPECTUS IN ACCORDANCE WITH FEDERAL LAW AND APPLICABLE STATE SECURITIES
LAWS. THIS PRESS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATIONATION OF AN OFFER TO BUT ANY SECURITIES.
First City Bank will be filing relevant documents concerning the merger
with the Federal Deposit Insurance Corporation ("FDIC"), including a proxy
statement. WE URGE INVESTORS TO READ THESE DOCUMENTS BECAUSE THEY CONTAIN
IMPORTANT INFORMATION. The definitive proxy statement filed with the FDIC by
First City Bank will be available free of charge from Theresa Jeffrey, Vice
President, First City Bank, 370 West Main Street, New Britain, Connecticut
06052 (telephone: 860-224-3865). The directors and executive officers of First
City Bank may be deemed to be participants in the solicitation of proxies to
approve the merger. Information about the directors and executive officers of
First City Bank and ownership of First City Bank common stock is set forth in
First City Bank's proxy statement relating to its 2004 Annual Meeting of
shareholders, dated April 2, 2004 as filed with the FDIC. Additional
information about the interests of those participants may be obtained from
reading the definitive proxy statement regarding the proposed merger when it
becomes available. FIRST CITY BANK INVESTORS SHOULD READ THE PROXY STATEMENT
AND OTHER DOCUMENTS TO BE FILED WITH THE FDIC CAREFULLY BEFORE MAKING A
DECISION CONCERNING THE MERGER.
SOURCE Webster Financial Corporation; First City Bank
-0- 07/19/2004
/CONTACT: Meghan Thompson of Webster, +1-203-578-2287,
mthompson@websterbank.com; or John S. Manning, President of First City Bank,
+1-860-224-3865; or Investor - Terry Mangan of Webster, +1-203-578-2318,
tmangan@websterbank.com/
/Web site: http://www.websteronline.com /
(FBK WBS)
CO: Webster Financial Corporation; First City Bank; Webster Bank, N.A.
ST: Connecticut
IN: FIN INS
SU: TNM
JM
-- NYM120 --
4466 07/19/2004 11:20 EDT http://www.prnewswire.com