お知らせ • Jan 10
First Community Corporation (NasdaqCM:FCCO) completed the acquisition of Signature Bank of Georgia (OTCPK:SGBG) from AllianceBernstein Financial Services Opportunities Master Fund, L.P., managed by AllianceBernstein L.P. and others.
First Community Corporation (NasdaqCM:FCCO) executed a letter of intent to acquire Signature Bank of Georgia (OTCPK:SGBG) from AllianceBernstein Financial Services Opportunities Master Fund, L.P., managed by AllianceBernstein L.P. and others on May 14, 2025. First Community Corporation signed a definitive merger agreement to acquire Signature Bank of Georgia from AllianceBernstein Financial Services Opportunities Master Fund, L.P., managed by AllianceBernstein L.P. and others for $41 million on July 13, 2025. The consideration consists of common equity of First Community Corporation at a ratio of 0.641 per common equity of Signature Bank of Georgia. based on First Community’s closing price of $24.84 per share as of July 11, 2025. The transaction value at the time of the merger may change due to changes in the price of First Community stock. In case of termination of transaction, First Community Corporation will pay a termination fee of $1.60 million and seller will pay a termination fee of $1.60 million. Signature Chairman and CEO Freddie J. Deutsch will be appointed to the position of Regional Market President and Director of Specialty Business Lending of First Community Bank. Other key members of Signature’s leadership team will also continue with First Community Bank. In addition, two current Signature directors will be invited to join the Board of Directors of First Community. The merger is expected to enhance First Community's tangible common equity to tangible assets (TCE/TA) ratio by approximately 35 basis points, resulting in a pro forma ratio of 7.45%. It is projected to be accretive to First Community's earnings per share by approximately 4.4% in 2026, the first year of combined operations. The transaction structure anticipates tangible book value dilution of approximately 2.6%, with an earnback period of 2.2 years. The internal rate of return on the deal is estimated at approximately 27.6%, reflecting the strong financial and strategic merits of the transaction.
The boards of directors of First Community, First Community Bank and Signature Bank have unanimously approved the Agreement. The Agreement and the transactions contemplated thereby are subject to the approval of the shareholders of each of First Community and Signature Bank, regulatory approvals, the listing on Nasdaq of the First Community shares to be issued as merger consideration and other customary closing conditions. FCCO intends to file with the SEC a registration statement on Form S-4 containing a joint proxy statement of FCCO and SGBG and a prospectus of FCCO, and FCCO will file other documents with respect to the proposed merger. A definitive joint proxy statement/prospectus will be mailed to shareholders of both FCCO and SGBG. Investors and shareholders of FCCO and SGBG are urged to read the entire joint proxy statement/prospectus and other documents that will be filed with the SEC carefully and in their entirety when they become available because they will contain important information. Investors and shareholders will be able to obtain free copies of the registration statement and joint proxy statement/prospectus (when available) and other documents filed with the SEC by FCCO through the website maintained by the SEC at https://www.sec.gov. Copies of the documents filed with the SEC by FCCO will be available free of charge on FCCO's internet website or by contacting FCCO. 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, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities law of such jurisdiction. FCCO, SGBG, and each company's respective directors and executive officers and other members of management and employees may be considered participants in the solicitation of proxies in connection with the proposed merger. Information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available. The expected completion of the transaction First quarter of 2026. As on November 19, 2025, the transaction has been approved by both the shareholders. On November 26, 2025, First Community and Signature Bank received the required regulatory approvals from the FDIC and the South Carolina Board of Financial Institutions.
Nelson Mullins Riley & Scarborough LLP acted as legal advisor for First Community Corporation. Fenimore Kay Harrison LLP acted as legal advisor for Signature Bank of Georgia. Michael P. Corso of Hovde Group, LLC acted as financial advisor and fairness opinion provider for First Community Corporation. Hovde received from First Community a fairness opinion fee of $150,000 upon the delivery of the fairness opinion to First Community, and upon consummation of the merger, Hovde will receive a completion fee equal to 1.25% of the total value of the merger to be paid by First Community to the shareholders and option holders of Signature Bank in the merger, less the fairness opinion fee. Olsen Palmer LLC acted as financial advisor and fairness opinion provider for Signature Bank of Georgia. Olsen Palmer received a fee of $30,000 for providing the Opinion and, upon completion of the merger, will receive a success fee of 2.0% of the value of the total consideration to be received by Signature Bank’s shareholders and options holders in respect of their Signature Bank common stock and stock options pursuant to the merger for its financial advisory services. Laurel Hill Advisory Group, LLC acted as information agent to First Community and will receive a fee of $8,000 plus reimbursement for certain out-of-pocket expenses and charges for telephone calls made and received in connection with the solicitation. Computershare acted as transfer agent to First Community.
First Community Corporation (NasdaqCM:FCCO) completed the acquisition of Signature Bank of Georgia (OTCPK:SGBG) from AllianceBernstein Financial Services Opportunities Master Fund, L.P., managed by AllianceBernstein L.P. and others on January 8, 2026. As of the Effective Time, the Board of Directors of the First Community increased the size of the Board from 12 to 14 directors and appointed Freddie Deutsch and Jonathan Been to serve as directors of the First Community.
