State Bank Financial Corporation and Georgia-Carolina Bancshares, Inc. Announce Merger

State Bank Financial Corporation

, the holding company for State Bank and Trust Company, and Georgia-Carolina Bancshares, Inc.

jointly announced today the signing of a definitive agreement for State Bank Financial to acquire Georgia-Carolina Bancshares and its wholly-owned subsidiary, First Bank of Georgia, in a cash and stock transaction with a purchase price of approximately $82 million, or $22.35 per share. The transaction value at the time of the merger may change due to fluctuations in the price of State Bank Financial common stock. "We are very pleased that Remer Brinson and his team at First Bank of Georgia will be joining the State Bank family," said State Bank Financial Chairman and CEO Joe Evans. "This merger will give us the opportunity to enter the Augusta market with a strong management team that has been a significant part of the local community for over 25 years. The First Bank of Georgia team shares our core values and will be a great fit with our company. By combining our resources, we believe we will be able to deliver a higher level of service to our customers, employees and shareholders than either of us could apart." Remer Y. Brinson III, President and CEO of First Bank of Georgia, added, "We are excited about partnering with State Bank, another Georgia-based community bank, which shares our values, particularly our emphasis on superior, personal service and community involvement. The strength and resources provided by State Bank will enable us to expand the products and services available to our customers." At March 31, 2014, First Bank of Georgia had total assets of approximately $523 million, total loans of approximately $317 million, total deposits of approximately $428 million and total shareholder's equity of approximately $59 million. First Bank of Georgia is headquartered in Augusta, Georgia and operates seven banking offices in the Augusta metropolitan statistical area. In addition, the bank operates mortgage origination offices in the Augusta and Savannah, Georgia markets. The agreement has been unanimously approved by the Boards of Directors of both companies and is anticipated to close in the first quarter of 2015. Completion of the transaction is subject to certain closing conditions, including customary regulatory approvals and the approval by the shareholders of Georgia-Carolina Bancshares. Georgia-Carolina Bancshares was represented in this transaction by SunTrust Robinson Humphrey as financial advisor and Smith, Gambrell & Russell, LLP as legal counsel. FIG Partners LLC provided a fairness opinion to Georgia-Carolina Bancshares. State Bank Financial was represented by Nelson Mullins Riley & Scarborough LLP as legal counsel.