National Commerce, FirstAtlantic Financial sign definitive merger agreement
National Commerce Corporation, the parent company of National Bank of Commerce, and FirstAtlantic Financial Holdings, the parent company of FirstAtlantic Bank, jointly announced the signing of a definitive agreement providing for the merger of FirstAtlantic with and into NCC. Subsequent to the merger, FirstAtlantic Bank will become a part of NBC, but will continue to operate under the "FirstAtlantic Bank" trade name and its existing management team. The transaction is expected to result in a combined institution with approximately $3.1B in assets.Under the terms of the definitive agreement, each share of common stock of FirstAtlantic issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive either 0.44 shares of NCC common stock or $17.25 in cash. However, the total amount of cash payable in the merger will be equal to, as nearly as practicable, $11,148,555, subject to NCC's right to increase the cash component of the merger consideration up to $14,857,305 if cash elections from FirstAtlantic shareholders exceed the initial cash amount. Accordingly, elections by FirstAtlantic shareholders to receive a particular form of consideration, whether cash or NCC common stock, will be prorated as necessary to cause the total amount of cash payable by NCC in the merger to equal, as nearly as practicable, the cash amount described above. Each outstanding option to purchase shares of FirstAtlantic common stock will be cancelled in return for a cash payment equal to the difference between $17.25 and the option exercise price, while outstanding warrants to purchase shares of FirstAtlantic common stock will represent a right to purchase shares of NCC common stock, with the exercise price and number of shares underlying the warrants adjusted according to the exchange ratio described above.