Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - Bank of the Carolinas CORP | d921769d8k.htm |
| EX-2.1 - EX-2.1 - Bank of the Carolinas CORP | d921769dex21.htm |
| EX-99.1 - EX-99.1 - Bank of the Carolinas CORP | d921769dex991.htm |
| EX-99.3 - EX-99.3 - Bank of the Carolinas CORP | d921769dex993.htm |
| EX-2.2 - EX-2.2 - Bank of the Carolinas CORP | d921769dex22.htm |
 Acquisition of Bank of the Carolinas Corporation
May 6, 2015
Exhibit 99.2 |
 Forward
Looking Information CAUTION ABOUT FORWARD-LOOKING STATEMENTS
This communication contains certain forward-looking information about Bank of the Ozarks,
Inc. (the “Company”) and Bank of the Carolinas Corporation (“BCAR”) that is intended to be covered by
the safe harbor for “forward-looking statements” provided by the Private
Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking
statements. In some cases, you can identify forward-looking statements by words such as
“may,” “hope,” “will,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,”
“potential,” “continue,” “could,” “future” or the
negative of those terms or other words of similar meaning. These forward-looking statements include, without limitation, statements relating to the
terms and closing of the proposed transaction between the Company and BCAR, the proposed
impact of the merger on the Company’s financial results, including any expected increase in the
Company’s book value and tangible book value per share and any expected impact on diluted
earnings per common share, acceptance by BCAR’s customers of the Company’s products and services,
the opportunities to enhance market share in certain markets, market acceptance of the Company
generally in new markets, and the integration of BCAR’s operations. You should carefully read
forward-looking statements, including statements that contain these words, because they
discuss the future expectations or state other “forward-looking” information about the Company and BCAR.
A number of important factors could cause actual results or events to differ materially from
those indicated by such forward-looking statements, many of which are beyond the parties’ control,
including the parties’ ability to consummate the transaction or satisfy the conditions to
the completion of the transaction, including the receipt of shareholder approval, the receipt of regulatory
approvals required for the transaction on the terms expected or on the anticipated schedule;
the parties’ ability to meet expectations regarding the timing, completion and accounting and tax
treatments of the transaction; the possibility that any of the anticipated benefits of the
proposed merger will not be realized or will not be realized within the expected time period; the risk that
integration of BCAR’s operations with those of the Company will be materially delayed or
will be more costly or difficult than expected; the failure of the proposed merger to close for any other
reason; the effect of the announcement of the merger on employee and customer relationships
and operating results (including, without limitation, difficulties in maintaining relationships with
employees and customers); dilution caused by the Company’s issuance of additional shares
of its common stock in connection with the merger; the possibility that the merger may be more expensive
to complete than anticipated, including as a result of unexpected factors or events; general
competitive, economic, political and market conditions and fluctuations; and the other factors described in
the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014
and in its most recent Quarterly Reports on Form 10-Q filed with the SEC, or described in BCAR’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2014 and in its most recent
Quarterly Reports on Form 10-Q filed with the SEC. The Company and BCAR assume no obligation to update
the information in this communication, except as otherwise required by law. Readers are
cautioned not to place undue reliance on these forward-looking statements that speak only as of the date
hereof.
ADDITIONAL
INFORMATION This communication is being made in respect of the
proposed merger transaction involving the Company and BCAR. This communication does not constitute an offer to sell or the solicitation of an
offer to buy any securities or a solicitation of any vote or approval. The Company will file
with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 that will include a
prospectus of the Company and a proxy statement of BCAR. The Company also plans to file other
documents with the SEC regarding the proposed merger transaction. BCAR will mail the final proxy
statement/prospectus (the “Merger Proxy Statement”) to its shareholders. The Merger
Proxy Statement will contain important information about the Company, BCAR, the proposed merger and
related matters. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED TO READ
THE MERGER PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The Merger Proxy Statement, as well other filings containing information about the
Company and BCAR will be available without charge at the SEC’s Internet site (http://www.sec.gov). Copies of the Merger Proxy Statement and the filings that are incorporated by reference in the
Merger Proxy Statement can also be obtained, when available, without charge from the
Company’s website (http://www.bankozarks.com) under the Investor Relations tab and on BCAR’s investor
relations website (http://www.investor.bankofthecarolinas.com). The Company and BCAR
and their respective directors, executive officers and certain other members of management and employees may be deemed “participants” in the solicitation of proxies from
BCAR’s shareholders in connection with the merger transaction. You can find information
about the directors and executive officers of the Company in its Annual Report on Form 10-K for the year
ended December 31, 2014 and in its definitive proxy statement as filed with the SEC on
February 27, 2015 and March 25, 2015, respectively. You can find information about the executive officers and
directors of BCAR in its Annual Report on Form 10-K for the year ended December 31, 2014
as filed with the SEC on March 31, 2015. |
 1
The purchase price may be adjusted downward to the extent, among other things, BCAR’s
consolidated net book value at closing (as adjusted) falls below
$45,500,000.
The
exchange
ratio
will
be
based
on
OZRK’s
ten-day
average
closing
price
as
of
the
second
business
day
prior
to
closing
ranging
between
a
ceiling of $48.80 and a floor of $29.28.
2
Based on BCAR’s unaudited consolidated financial information as of March 31, 2015.
3
Adjusted for the estimated recapture of deferred tax asset and other estimated purchased
accounting entries. Transaction Overview |
 1
Amounts based on OZRK’s unaudited consolidated financial information as of March 31,
2015. 2
Obtained from BCAR’s unaudited consolidated financial information as of March 31,
2015. Complementary Strategic Acquisition |
 Significant Expansion of North Carolina footprint
•
Addition of three metro-Charlotte area branches, eliminating the need for three
future de
novo
branches
•
Addition of five branches in the Piedmont Triad region
•
Expansion in these markets via acquisition is much more cost-effective than expansion
via de
novo
branches |
 Complements
our existing presence in North Carolina Increases our presence from 16 branches to 24
branches in North Carolina Efficient manner to expand in Charlotte MSA compared to
de novo
branching
OZRK had long-term plans to expand through de novo branching in the
Charlotte MSA
Majority of BCAR offices are in markets to support future growth
Expansion
into
Piedmont
Triad
region,
the
3
rd
largest
market
in
North Carolina
In recent quarters, BCAR has shown improving trends in asset
quality and financial performance putting OZRK in a strong
position to launch its business strategy in these new markets
Complementary Franchise |
 Key
Assumptions |
 Pro
forma
total
assets
of
$8.6
billion
1
Immediately accretive to book value and tangible book value
Increases our presence in North Carolina, including addition of
several markets with significant growth potential
Thirteenth acquisition by OZRK since March 2010
OZRK continues to actively pursue additional acquisition
opportunities
1
Includes total unaudited consolidated assets of OZRK and BCAR as March 31, 2015; for
illustrative purposes only and does not indicate actual results of combined
company. Summary |