EX-99.1
2
ex99-1.htm
EXHIBIT 99.1
ex99-1.htm
Exhibit 99.1
FOR IMMEDIATE RELEASE
National Commerce C
orporation Announces Closing of
Reunion Bank of Florida
Merger
BIRMINGHAM, AL (November 2, 2015) - National Commerce Corporation (Nasdaq: NCOM) ("NCC"), the parent company of National Bank of Commerce ("NBC"), headquartered in Birmingham, Alabama, announced today the completion of the merger of NBC and Reunion Bank of Florida, headquartered in Tavares, Florida ("Reunion"). As a result of the merger, Reunion is now part of NBC but will continue to operate under the "Reunion Bank of Florida" name, and its management team will continue with NBC.
"We are extremely excited to partner with the team at Reunion", said John H. Holcomb, III, NCC's Chairman and Chief Executive Officer. "The Reunion team has a strong track record of customer service, growth and credit quality, and we believe that they are an excellent cultural fit for our company. We welcome the customers, stockholders and employees of Reunion to NCC. We look forward to working together to continue to build our company".
Michael L. Sleaford, President of Reunion, spoke about the merger, saying, "We are very pleased to join up with our friends at NCC. The combined bank will allow us to continue to serve our customers as part of a larger organization, but one with its roots in community banking. We have known the NCC team for many years, and we believe that this merger will be beneficial for our customers, our stockholders, our employees and the communities that we serve".
In conjunction with the closing of the merger, Reunion director Steven A. Sevigny, M.D. has been appointed to the Boards of Directors of both NCC and NBC.
Keefe, Bruyette & Woods, Inc. acted as financial adviser to NCC, and Maynard, Cooper & Gale, P.C. acted as its legal adviser. Monroe Financial Partners, Inc. acted as financial adviser to Reunion, and Smith Mackinnnon, PA acted as its legal adviser.
About National Commerce Corporation
NCC is a bank holding company headquartered in Birmingham, Alabama. Through its subsidiary bank, National Bank of Commerce, NCC provides a broad array of financial services to businesses, business owners and professionals through eight full-service banking offices in Alabama (in Birmingham, Huntsville, Auburn-Opelika and Baldwin County) and eleven full-service banking offices in central Florida (in Vero Beach through National Bank of Commerce; in Longwood, Winter Park, Orlando, Oviedo and Kissimmee through United Legacy Bank, a division of National Bank of Commerce; and in Tavares, Port Orange, St. Augustine and Ormond Beach through Reunion Bank of Florida, a division of National Bank of Commerce). The company also owns a majority stake in Corporate Billing, LLC, a transaction-based finance company headquartered in Decatur, Alabama that provides factoring, invoicing, collection and accounts receivable management services to transportation companies and automotive parts and service providers nationwide.
NCC files periodic reports with the U.S. Securities and Exchange Commission (the "SEC"). Copies of its filings may be obtained through the SEC's website at www.sec.gov or at www.nationalbankofcommerce.com. More information about NCC and NBC may be obtained at www.nationalbankofcommerce.com.
Contact Information
Richard Murray, IV
Michael L. Sleaford
President and Chief Operating Officer
Reunion Bank of Florida, a division of
National Commerce Corporation
National Bank of Commerce
(205) 313-8103
(386) 868-0068
rmurray@nationalbankofcommerce.com
msleaford@reunionbank.com
Forward-Looking Statements
Certain statements contained in this press release that are not statements of historical fact constitute forward-looking statements for which NCC claims the protection of the safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995 (the "Act"), notwithstanding that such statements are not specifically identified as such. In addition, certain statements may be contained in NCC's future filings with the SEC, in press releases and in oral and written statements made by NCC or with NCC's approval that are not statements of historical fact and that constitute forward-looking statements within the meaning of the Act. Words such as "believes", "anticipates", "expects", "intends", "targeted", "continue", "remain", "will", "should", "may" and other similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.
Forward-looking statements (including oral representations) involve risks and uncertainties that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. These risks and uncertainties include difficulties, delays and unanticipated costs in integrating NBC's and Reunion's businesses or realizing expected cost savings and other benefits; business disruptions as a result of the integration of the merging organizations, including possible loss of customers; diversion of management time to address transaction-related issues; and changes in asset quality and credit risk as a result of the merger. These risks also include a number of factors related to the business of NCC and the banking business generally, including various risks to stockholders of not receiving dividends; risks to NCC's ability to pursue growth opportunities; various risks to the price and volatility of NCC's common stock; NCC's ability to incur additional financial obligations in the future; risks associated with NCC's possible pursuit of future acquisitions; economic conditions in NCC's current service areas, including the new service areas created by the merger; system failures; losses of large customers; disruptions in relationships with third-party vendors; losses of key management personnel and the inability to attract and retain highly qualified management and personnel in the future; changes in the extensive governmental legislation and regulations governing banking; high costs of regulatory compliance; the impact of legislation and regulatory changes on the banking industry; and liability and compliance costs regarding banking regulations.
Forward-looking statements made by NCC in this press release, or elsewhere, speak only as of the date on which the statements were made. You are advised to read the risk factors in NCC's most recently filed Annual Report on Form 10-K and subsequent filings with the SEC, which are available through the website maintained by the SEC at www.sec.gov or by accessing information available at www.nationalbankofcommerce.com. New risks and uncertainties arise from time to time, and it is impossible for NCC to predict these events or how they may affect it or its anticipated results. NCC has no duty to, and does not intend to, update or revise the forward-looking statements in this press release, except as may be required by law. In light of these risks and uncertainties, readers should keep in mind that any forward-looking statement made in this press release may not occur. All information presented herein is as of the date of this release unless otherwise noted.

EX - 99 . 1 2 ex99 - 1 . htm EXHIBIT 99 . 1 ex99 - 1 . htm Exhibit 99 . 1 FOR IMMEDIATE RELEASE National Commerce C orporation Announces Closing of Reunion Bank of Florida Merger BIRMINGHAM , AL ( November 2 , 2015 ) - National Commerce Corporation ( Nasdaq : NCOM ) ( " NCC " ) , the parent company of National Bank of Commerce ( " NBC " ) , headquartered in Birmingham , Alabama , announced today the completion of the merger of NBC and Reunion Bank of Florida , headquartered in Tavares , Florida ( " Reunion " ) . As a result of the merger , Reunion is now part of NBC but will continue to operate under the " Reunion Bank of Florida " name , and its management team will continue with NBC . " We are extremely excited to partner with the team at Reunion " , said John H. Holcomb, III , NCC 's Chairman and Chief Executive Officer . " The Reunion team has a strong track record of customer service , growth and credit quality , and we believe that they are an excellent cultural fit for our company . We welcome the customers , stockholders and employees of Reunion to NCC . We look forward to working together to continue to build our company " . Michael L . Sleaford , President of Reunion , spoke about the merger , saying , " We are very pleased to join up with our friends at NCC . The combined bank will allow us to continue to serve our customers as part of a larger organization , but one with its roots in community banking . We have known the NCC team for many years , and we believe that this merger will be beneficial for our customers , our stockholders , our employees and the communities that we serve " . In conjunction with the closing of the merger , Reunion director Steven A . Sevigny , M . D . has been appointed to the Boards of Directors of both NCC and NBC . Keefe , Bruyette & Woods , Inc . acted as financial adviser to NCC , and Maynard , Cooper & Gale , P . C . acted as its legal adviser . Monroe Financial Partners , Inc . acted as financial adviser to Reunion , and Smith Mackinnnon , PA acted as its legal adviser . About National Commerce Corporation NCC is a bank holding company headquartered in Birmingham , Alabama . Through its subsidiary bank , National Bank of Commerce , NCC provides a broad array of financial services to businesses , business owners and professionals through eight full - service banking offices in Alabama ( in Birmingham , Huntsville , Auburn - Opelika and Baldwin County ) and eleven full - service banking offices in central Florida ( in Vero Beach through National Bank of Commerce ; in Longwood , Winter Park , Orlando , Oviedo and Kissimmee through United Legacy Bank , a division of National Bank of Commerce ; and in Tavares , Port Orange , St . Augustine and Ormond Beach through Reunion Bank of Florida , a division of National Bank of Commerce ) . The company also owns a majority stake in Corporate Billing , LLC , a transaction - based finance company headquartered in Decatur , Alabama that provides factoring , invoicing , collection and accounts receivable management services to transportation companies and automotive parts and service providers nationwide . NCC files periodic reports with the U . S . Securities and Exchange Commission ( the " SEC " ) . Copies of its filings may be obtained through the SEC 's website at www.sec.gov or at www.nationalbankofcommerce.com . More information about NCC and NBC may be obtained at www.nationalbankofcommerce.com . Contact Information Richard Murray, IV Michael L . Sleaford President and Chief Operating Officer Reunion Bank of Florida , a division of National Commerce Corporation National Bank of Commerce ( 205 ) 313 - 8103 ( 386 ) 868 - 0068 rmurray@nationalbankofcommerce.com msleaford@reunionbank.com Forward - Looking Statements Certain statements contained in this press release that are not statements of historical fact constitute forward - looking statements for which NCC claims the protection of the safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995 ( the " Act " ) , notwithstanding that such statements are not specifically identified as such . In addition , certain statements may be contained in NCC 's future filings with the SEC , in press releases and in oral and written statements made by NCC or with NCC 's approval that are not statements of historical fact and that constitute forward - looking statements within the meaning of the Act . Words such as " believes " , " anticipates " , " expects " , " intends " , " targeted " , " continue " , " remain " , " will " , " should " , " may " and other similar expressions are intended to identify forward - looking statements but are not the exclusive means of identifying such statements . Forward - looking statements ( including oral representations ) involve risks and uncertainties that may cause actual results to differ materially from any future results , performance or achievements expressed or implied by such statements . These risks and uncertainties include difficulties , delays and unanticipated costs in integrating NBC 's and Reunion 's businesses or realizing expected cost savings and other benefits ; business disruptions as a result of the integration of the merging organizations , including possible loss of customers ; diversion of management time to address transaction - related issues ; and changes in asset quality and credit risk as a result of the merger . These risks also include a number of factors related to the business of NCC and the banking business generally , including various risks to stockholders of not receiving dividends ; risks to NCC 's ability to pursue growth opportunities ; various risks to the price and volatility of NCC 's common stock ; NCC 's ability to incur additional financial obligations in the future ; risks associated with NCC 's possible pursuit of future acquisitions ; economic conditions in NCC 's current service areas , including the new service areas created by the merger ; system failures ; losses of large customers ; disruptions in relationships with third - party vendors ; losses of key management personnel and the inability to attract and retain highly qualified management and personnel in the future ; changes in the extensive governmental legislation and regulations governing banking ; high costs of regulatory compliance ; the impact of legislation and regulatory changes on the banking industry ; and liability and compliance costs regarding banking regulations . Forward - looking statements made by NCC in this press release , or elsewhere , speak only as of the date on which the statements were made . You are advised to read the risk factors in NCC 's most recently filed Annual Report on Form 10 - K and subsequent filings with the SEC , which are available through the website maintained by the SEC at www.sec.gov or by accessing information available at www.nationalbankofcommerce.com . New risks and uncertainties arise from time to time , and it is impossible for NCC to predict these events or how they may affect it or its anticipated results . NCC has no duty to , and does not intend to , update or revise the forward - looking statements in this press release , except as may be required by law . In light of these risks and uncertainties , readers should keep in mind that any forward - looking statement made in this press release may not occur . All information presented herein is as of the date of this release unless otherwise noted .