Under the terms of the definitive agreement, each share of PBCB common stock was converted into the right to receive 0.9240 of a share of Seacoast common stock and USD6.26 in cash, or a total value of USD 28.57 per share of PBCB common stock.
The acquisition of PBCB, headquartered in West Palm Beach, Florida, adds approximately USD 320m in assets, USD 265m in deposits and USD 270m in loans.
PBCB operates four branches in Palm Beach County, Florida, enhancing Seacoast's South Florida presence and builds on Seacoast's acquisition of Grand Bankshares Inc.
Seacoast expects the PBCB acquisition to be accretive to earnings per share in 2017, excluding one-time transaction costs, and have a tangible book value earn back period of approximately 2.0 years using the crossover method.
Under the terms of the merger agreement, PBCB shareholders will have the right to receive for each share of PBCB common stock 0.9809 of a share of Seacoast common stock, which remains fixed so long as Seacoast common stock trades between the collar of USD 21.00 and USD 22.75, and USD 6.33 in cash subject to adjustment for certain expenses as provided in the merger agreement.
Currently, the transaction is valued at approximately USD 71.2m (USD 28.65 per share of PBCB common stock) based on Seacoast's five-day trailing average closing price of USD24.36 as of May 2, 2017, which results in an Exchange Ratio of 0.9161.
Closing of the acquisition is expected in 3Q17 after receipt of approvals from regulatory authorities, the approval of PBCB shareholders and the satisfaction of other customary closing conditions.
Under the agreement, West Palm Beach-based PBCB will be merged with and into Seacoast Bank.
Under the terms of the agreement, the merger consideration is USD26.93 per share of PBCB common stock.