Attached files
Exhibit 99.1
Press Release January 21, 2015
Kentucky Bancshares, Inc. Completes Merger
Paris, KY and Richmond, KY - January 21, 2015 - Kentucky Bancshares,
Inc. (OTC.KTYB), the parent company of Kentucky Bank, and Madison
Financial Corporation (Madison), the parent company of Madison Bank,
jointly announced today that they have entered into an agreement and
plan of share exchange (Agreement) in which Kentucky Bancshares will
acquire Madison in a common-for-common share exchange transaction.
Under the terms of the Agreement, Kentucky Bancshares will exchange for
each issued and outstanding share of Madison common stock 1.1927 shares
of Kentucky Bancshares common stock, subject to potential adjustments
at closing. Based on Kentucky Bancshares' 20 trading day average
common stock price of $27.25 per share, as of January 16, 2015,
assuming no exchange ratio adjustments, the transaction is valued at
approximately $7.2 million with a per share value of $32.50 for each
share of Madison common stock. The transaction is subject to Madison
shareholder approval and customary regulatory approvals and is expected
to close late in the second quarter or in the third quarter of 2015.
Upon the consummation of the transaction, Madison will be merged with
and into Kentucky Bancshares and Madison Bank will be merged with and
into Kentucky Bank. At that time, Madison Bank offices will become
branches of Kentucky Bank. Madison Bank currently operates 3 branches
in the city of Richmond, Kentucky with total assets of $121 million,
including $83 million in loans, and with total deposits of $103
million. Richmond is located in Madison County and is approximately
twenty five miles south of Lexington, Kentucky. Kentucky Bancshares
estimates that the combined institution will have $914 million in
assets, $693 million in deposits and 18 branches serving central and
eastern Kentucky.
Madison Bank has great strengths in its customers and employees, said
Louis Prichard, President and CEO of Kentucky Bancshares, Inc. This
transaction will expand our existing footprint in Madison County and is
a strategic step in our continued pursuit to create a high-performing
community bank that is focused on relationship banking in the best
sense of the term.
Michael Eaves, Chairman of the Board of Directors of Madison,
commented, We look forward to the business combination. Kentucky Bank
has the community bank values that our customers know and appreciate as
well as a diverse suite of products which will allow us to offer
broader and enhanced services to our customers.
Kentucky Bancshares expects the transaction to be accretive to earnings
per share in the first full year of operations, excluding any one-time
restructuring charges, and that the combined subsidiary bank will
exceed well-capitalized thresholds under all regulatory definitions.
Kentucky Bancshares estimates 2% dilution to tangible book value per
share with tangible book value earn-back in approximately three years.
Raymond James & Associates, Inc. has acted as financial advisor to
Kentucky Bancshares, Inc. and Professional Bank Services, Inc. has
acted as financial advisor to Madison Financial Corporation.
About Kentucky Bank
Kentucky Bank, headquartered in Paris, Kentucky, is a locally owned and
publicly traded financial institution, with 15 branches located in 11
Kentucky communities. The bank offers a full line of services
including retail, business and wealth management products. Since 1851
Kentucky Bank and its tributaries have enjoyed a long history as a
strong, stable community bank. To learn more about Kentucky Bank,
visit www.kybank.com.
Forward-Looking Statements
This press release contains forward looking statements within the
meaning of the federal securities laws. These statements are not
historical facts, but rather statements based on Kentucky Bancshares'
current expectations regarding its business strategies and their
intended results and future performance. Forward-looking statements
are preceded by terms such as expects, believes, anticipates, intends
and similar expressions, as well as any statements related to future
expectations of performance.
Forward-looking statements are not guarantees of future performance.
Numerous risks and uncertainties could cause or contribute to Kentucky
Bancshares' actual results, performance, and achievements to be
materially different from those expressed or implied by the forward-
looking statements. These forward-looking statements express
management's current expectations or forecasts of future events and, by
their nature, are subject to risks and uncertainties and there are a
number of factors that could cause actual results to differ materially
from those in such statements. Factors that might cause such a
difference include, but are not limited to: expected cost savings,
synergies and other financial benefits from the proposed share exchange
might not be realized within the expected timeframes and costs or
difficulties relating to integration matters might be greater than
expected; the requisite shareholder and regulatory approvals for the
proposed share exchange and mergers might not be obtained; market,
economic, operational, liquidity, credit and interest rate risks
associated with Kentucky Bancshares' and Madison's businesses;
competition; government legislation and policies (including the impact
of the Dodd-Frank Wall Street Reform and Consumer Protection Act and
its related regulations) which may affect the ability of Kentucky
Bancshares and Madison to execute their respective business plans;
changes in the economy which could materially impact credit quality
trends and the ability to generate loans and gather deposits; failure
or circumvention of our internal controls; failure or disruption of
Kentucky Bancshares' or Madison's information systems; significant
changes in accounting, tax or regulatory practices or requirements; new
legal obligations or liabilities or unfavorable resolutions of
litigations; other matters discussed in this press release and other
factors identified in Kentucky Bancshares' Annual Report on Form 10-K
and its other periodic filings with the SEC. These forward-looking
statements are made only as of the date of this press release, and
neither Kentucky Bancshares nor Madison undertakes an obligation to
release revisions to these forward-looking statements to reflect events
or conditions after the date of this press release.
Other Information for Madison Shareholders
This release may be deemed to be offering materials of Kentucky
Bancshares in connection with its proposed acquisition of Madison, on
the terms and subject to the conditions in the Agreement and Plan of
Share Exchange. This release may also be deemed to be proxy
solicitation materials of Madison in connection with a special meeting
of its shareholders, currently anticipated to be held in the second
quarter of 2015, to vote on a proposal to approve the Agreement and
Plan of Share Exchange.
Kentucky Bancshares intends to file a registration statement on Form S-
4 to register Kentucky Bancshares shares of common stock that will be
issued to Madison shareholders in connection with the transaction. The
registration statement will contain a proxy statement of Madison and
prospectus of Kentucky Bancshares and other documents regarding the
proposed transaction. MADISON SHAREHOLDERS AND INVESTORS ARE URGED TO
READ THE PROSPECTUS WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION ABOUT KENTUCKY BANCSHARES AND MADISON.
Investors and security holders will be able to obtain free copies of
the registration statement and proxy statement/prospectus (when
available) and other documents filed with the SEC by Kentucky
Bancshares through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with the SEC by
Kentucky Bancshares will be available free of charge on Kentucky
Bancshares' website at http://www. kybank.com under the About Us tab
and then under the Investor Relations tab.
When available, copies of the prospectus/proxy statement will be mailed
to Madison shareholders.
The respective directors and executive officers of Kentucky Bancshares
and Madison and other persons may be deemed to be participants in the
solicitation of proxies from Madison shareholders with respect to the
proposed share exchange. Information regarding the directors and
executive officers of Kentucky Bancshares is available in its proxy
statement filed with the SEC on April 15, 2014 in connection with its
2014 annual shareholder meeting. Additional information regarding the
interests of those participants and other persons who may be deemed
participants in the transaction may be obtained by reading the proxy
statement/prospectus regarding the proposed share exchange when it
becomes available. Free copies of this document may be obtained as
described in the preceding paragraph.
CONTACTS:
Kentucky Bancshares, Inc.
Louis Prichard, President & CEO
(859) 987-1795
Madison Financial Corporation
Michael Eaves, Chairman of the Board of Directors
(859) 626-8008
