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First Citizens Bank’s Superior Offer Accepted by Entegra Financial Corp. Resulting in $219.8 Million Merger; Entegra’s Prior Merger Agreement with SmartFinancial Inc. Terminated

05.07.2019

First Citizens Bank & Trust Company and Entegra Financial Corp. announced the signing of a definitive merger agreement with a total transaction value of approximately $219.8 million. Subject to the receipt of regulatory approval, Entegra shareholder approval and other closing conditions, the transaction is anticipated to close during the second half of 2019.

Prior to the signing of the merger agreement, Entegra had entered into a merger agreement with SmartFinancial Inc. for approximately $158 million. Subsequent to that announcement, First Citizens Bank approached Entegra and its advisors with a significantly higher price to acquire the company. Under the terms of its definitive agreement with SmartFinancial, the board of directors of Entegra exercised its right to enter into discussions with First Citizens Bank. Ultimately, the Entegra board determined that the cash consideration offer from First Citizens Bank was a superior proposal to the agreement with SmartFinancial, and pursuant to its fiduciary duties and, as permitted under its agreement with SmartFinancial, entered into an agreement with First Citizens Bank.

Frank B. Holding, Jr., the chairman and chief executive officer of First Citizens Bank, is quoted in the press release as saying “First Citizens has a long and proud history in nearly all of these communities. We also share many core attributes with Entegra, including a commitment to service excellence and relationship banking. We look forward to building on the solid foundations both banks have established so that, together, we can better serve even more individuals and business.”

Founded in 1898 and headquartered in Raleigh, N.C., First Citizens Bank serves customers at more than 550 branches in 19 states. First Citizens Bank is a wholly owned subsidiary of First Citizens BancShares, Inc. (Nasdaq: FCNCA), which has $35 billion in assets as of December 31, 2018.  For more information and to read the press release issued by First Citizens, please click here.

The Smith Anderson team advising First Citizens Bank in the merger was led by Gerald Roach and Geoff Adams and was a collaborative effort with support from the Mergers & Acquisitions, Employee Benefits, Public Companies, and Employment, Labor and Human Resources practice groups.

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