REGIONS AND JACOBS BANK
SCOTTSBORO, AL., FEBRUARY 19, 1998 — Regions Financial Corporation and Jacobs Bank of Scottsboro, Alabama, jointly announced that an agreement in principle has been reached that provides for the merger of Jacobs Bank into Regions.
Under the terms of the agreement, Regions would exchange 13.50 shares of its common stock for each share of Jacobs Bank’s common stock. Based on Regions’ closing stock price of $36.625 on February 18, 1998, the transaction would be valued at approximately $52 million. The merger, which is anticipated to be accounted for as a pooling of interests, is expected to be consummated during the third quarter of 1998, pending execution of a definitive merger agreement, approval of Jacobs Bank’s stockholders and regulatory authorities, completion of due diligence by Regions and other customary conditions of closing. The transaction is expected to be a tax-free reorganization for federal income tax purposes.
Jacobs Bank operates seven full-service offices in Jackson, DeKalb, and Madison counties in northern Alabama. At December 31, 1997, Jacobs Bank had total assets of $190 million, deposits of $157 million and stockholder equity of $23.4 million. For the full year 1997, Jacobs Bank reported a return on assets of 1.40%, with a return on stockholder’s equity of 11.5%, based on a 12.34% equity-to-assets ratio.
Carl E. Jones, Jr., president and chief executive officer of Regions, stated, “We are very excited about our affiliation with Jacobs Bank. We have been interested in expanding into Jackson and DeKalb counties for a long time and look forward to increasing our existing presence in Madison County. Jacobs Bank will be a very nice addition to our north Alabama franchise. We look forward to working with the director, officers, and employees of Jacobs Bank to help them continue serving their customers.”
Jep Moody, chairman and chief executive officer of Jacobs Bank said, “We are extremely pleased to affiliate with Regions. Regions has a long history of strong performance and is the predominant banking franchise in Alabama. Our customers should benefit from increased convenience, broader product lines, and additional services. We look forward to working with Regions to continue serving our customers and meeting the needs of our communities.”
Regions Financial Corporation is a regional multi-bank holding company providing banking services from more than 450 offices in five southeastern states and bank-related services in the fields of mortgage banking, insurance, securities brokerage, and mutual funds. In addition to the proposed merger with Jacobs Bank, Regions has seven other pending acquisitions; three in Georgia and one each in Arkansas, Florida, Louisiana, and South Carolina. After all pending acquisitions are completed, Regions’ total assets are expected to total approximately $33.1 billion. Last week Regions completed the acquisitions of two South Carolina banks, PALFED, Inc., headquartered in Aiken, and Greenville Financial Corporation of Greenville, South Carolina. Regions’ common stock is traded in the NASDAQ National Market System under the symbol RGBK.