Transcript NCBC and CCB – Merger of Equals

NCBC and CCB
– Merger of Equals –
Creating
The Southeast’s Premier
High Growth Bank
Forward Looking Statement
This presentation contains certain statements regarding National Commerce Bancorporation (“NCBC”) and
CCB Financial (“CCB”) following the completion of the merger of equals discussed herein, including
strategies, plans and objectives, as well as estimates and statements based on underlying estimates of
future financial condition, performance and operating efficiencies on a pro forma basis and cost savings and
revenue enhancements and accretion to reported earnings that will be realized from the merger.
These statements and estimates constitute forward-looking statements (within the meaning of the Private
Securities Litigation Reform Act of 1995), which involve significant risks and uncertainties. A variety of
factors could cause actual results and experience to differ materially from the anticipated results or other
expectations expressed in such forward-looking statements.
Neither NCBC or CCB assumes any obligation to update these forward-looking statements or to update the
reasons why actual results could differ from those projected in the forward-looking statements.
Factors that might cause such a difference include, but are not limited to, risks and uncertainties related to
the consummation of the merger, including the realization of expected cost savings from the merger;
realization of the level of revenues following the merger; integration costs or difficulties; competition from
both financial and non-financial institutions; changes in interest rates, deposit flows, loan demand and real
estate values; changes in legislation or regulation; changes in accounting principles, policies or guidelines;
the timing and occurrence (or non-occurrence) of transactions and events that may be subject to
circumstances beyond the control of NCBC or CCB; and other economic, competitive, governmental,
regulatory and technological factors affecting NCBC or CCB specifically or the banking industry or economy
generally.
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Transaction Overview
NCBC – Holding Company
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CCB – North Carolina and South Carolina
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National Bank of Commerce, NBC Bank
and
First Market Bank – all other
markets
Name:
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Pro Forma Market Cap.:
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$4.2 Billion
Relative Ownership:
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53% NCBC / 47% CCB
Board of Directors:
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10 NCBC Directors / 10 CCB Directors
Management:
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Tom Garrott – Chairman
Ernest Roessler – CEO
Bill Reed – COO
Sheldon Fox – CFO
Lewis Holland – President, Financial Enterprises
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Corporate Headquarters:
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Memphis, TN
Operations headquarters in Durham, NC
2
Transaction Overview
Fixed Exchange Ratio:
2.45 NCBC shares per CCB share
$48.23 per CCB share; 25% premium (1)
Post Closing Dividend:
Quarterly dividend of $0.13 per share
anticipated
Accounting Treatment:
Pooling of interests
Tax free exchange
Option Agreements:
19.9% cross-options granted at market price
Anticipated Closing:
3Q 2000
Due Diligence:
Completed
(1) Based on March 17, 2000 closing prices.
3
Strategic Rationale
Southeastern
Powerhouse
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Unique Growth
Characteristics
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“Best in Class”
Profitability
Characteristics
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Low Risk
Transaction
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Contiguous Southeastern footprint
Concentrated in high growth metropolitan markets
Complementary skill sets
Proven "Hub & Spoke” retail strategy
Accelerated de novo expansion strategy
Significant growth potential from financial services businesses
Combines #1 and #6 ranked banks in the U.S.(1)
One of the most profitable banks in the U.S.
Significant upside potential in valuation
Commonality in cultures and business philosophies
Complementary product offerings and distribution channels
Not reliant on aggressive cost savings
Identical data processing platforms
(1) As ranked by U.S. Banker in its May 1999 issue.
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High Growth Southeastern Powerhouse
Charleston Richmond--Petersburg
Roanoke
Greensboro--Winston-Salem--High Point
Nashville
Knoxville
Raleigh--Durham--Chapel Hill
Memphis
Charlotte--Gastonia--Rock Hill
Greenville--Spartanburg--Anderson
Wilmington
Atlanta
Legend
National Commerce Bancorp
CCB Financial Corp.
5
Unique Growth Characteristics
NCBC to enjoy a superior long-term projected EPS growth rate:
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14% blended growth rate before synergies and franchise
acceleration initiatives
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Pro forma 17% growth rate superior to industry leaders
17%
15%
14%
11%
Bank Avg.
(1)
FITB & FSR
NCBC Pro Forma
(1) U.S. banks with market capitalization greater than $1.0 BN.
Note: Growth rates are based on First Call projected long term growth rates.
NCBC Pro Forma
’00 – ’03 EPS
CAGR
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