Seacost Signs Definitive Agreement to Acquire The BANKshares for $76.1M

Seacoast Banking Corporation of Florida (NASDAQ-NMS: SBCF) and The BANKshares, Inc. ("BANKshares") announced today the signing of a definitive agreement pursuant to which BANKshares will merge with and into Seacoast. The acquisition will create the sixth largest Florida-based bank by total assets with approximately $3.0 billion. The combined franchise will also have $2.3 billion of deposits and 46 branches. Seacoast Banking Corporation of Florida logo BANKshares, headquartered in Winter Park, Florida and which operates BankFIRST, will add approximately $674 million in assets, $506 million in deposits, and $372 million in gross loans, along with 12 branch locations positioned throughout Central Florida. BankFIRST was founded in 1989 and has successfully executed a relationship-based business strategy resulting in a solid deposit franchise and an attractive commercial loan production network. Approximately 80% of BankFIRST's total deposits consist of low cost core deposit accounts, with 39% of total deposits in noninterest bearing demand deposits. BankFIRST's strong market presence and focus on small business and commercial relationships is highly complementary to Seacoast, particularly to the business banking channel. BankFIRST's longstanding focus on small business and owner-occupied CRE lending brings even greater diversity to the Seacoast loan portfolio. "We are very pleased to welcome the BankFIRST associates and leadership team members to Seacoast. Together we are going to create even stronger growth in business banking across our combined footprint", said Dennis S. Hudson, Seacoast's Chairman and CEO. "The combined market leadership teams will significantly expand our reach in our important Central Florida and Central East Coast growth markets; and will bring even greater focus on business banking in our existing markets." "We are thrilled to join with Seacoast in creating a super community bank that offers added value for both banks' clients" said BankFIRST President and CEO Donald J. McGowan. "This transaction represents the coming together of two great Florida banking heritages with a shared mission of exceptional client service and serving our communities in a socially responsible manner." Under the terms of the definitive agreement, Seacoast will issue 0.4975 Seacoast shares for each share of BANKshares, or a total of approximately 7.09 million shares of common stock to BANKshares's shareholders. Based on Seacoast's closing stock price of $10.74 on April 24, 2014, the transaction will be valued at approximately $76.1 million. Seacoast expects the acquisition to be significantly accretive to 2015 operating earnings per share with 100% of expected cost savings phased in. Estimated tangible book value per common share dilution of approximately 4.9 percent is expected to be earned back within three years. The all-stock transaction will maintain Seacoast's strong capital ratios. Based on Seacoast's first quarter capital ratios, pro forma Tangible Common Equity to Tangible Assets and Tier 1 leverage ratios would be approximately 9.5% and 10.5%, respectively. The boards of directors of both companies have unanimously approved the transaction. Funds affiliated with CapGen Financial Group, the largest shareholder of BANKshares and of Seacoast, and Castle Creek Capital, a large shareholder of BANKshares, have agreed to vote in favor of and fully support the transaction. The transaction is expected to close in the fourth quarter of 2014, and is subject to approval by each company's shareholders, receipt of regulatory approvals and other customary closing conditions. Guggenheim Securities, LLC served as exclusive financial advisor and provided a fairness opinion to Seacoast's board, and Alston & Bird LLP served as legal counsel to Seacoast. Hovde Group, LLC served as financial advisor and provided a fairness opinion to BANKshares's board, and Smith Mackinnon, PA served as legal counsel to BANKshares. Investor Conference Call