RALEIGH, N.C. and CARY, N.C., Nov. 8, 2011 /PRNewswire/ -- Piedmont Community Bank Holdings, Inc. (" Piedmont ") and Crescent Financial Corporation (NASDAQ: CRFN) (" Crescent") announced today that Piedmont has commenced the previously-announced tender offer for up to 6,442,105 shares of common stock of Crescent for $4.75 per share in cash, without interest and less applicable withholding taxes.
On February 23, 2011, Crescent and Piedmont announced that they had entered into an Investment Agreement (the " Agreement"), pursuant to which Piedmont would invest $75 million in Crescent (the " Investment") and make a partial tender offer for additional shares of Crescent common stock. After consummation of the Investment, Piedmont will beneficially own approximately 66% of the outstanding shares of Crescent common stock on a fully diluted basis. If the tender offer is fully subscribed and completed, Piedmont would beneficially own approximately 89% of the outstanding shares of Crescent common stock.
Piedmont's purchase of Crescent common stock in the tender offer is intended to increase the percentage of Crescent shares that Piedmont will own after the consummation of the Investment, as well as to provide liquidity to Crescent's existing shareholders.
After careful consideration, the Crescent board of directors has recommended that the shareholders of Crescent common stock accept the tender offer and tender their shares in the tender offer.Today Piedmont is filing with the Securities and Exchange Commission (the " SEC") a tender offer statement on Schedule TO, including an offer to purchase and related letter of transmittal, setting forth in detail the terms and conditions of the tender offer. Additionally, today Crescent is filing with the SEC a solicitation/recommendation statement on Schedule 14D-9 setting forth in detail, among other things, the recommendation of Crescent's board of directors that shareholders of Crescent accept the tender offer and tender their shares in the offer. The completion of the tender offer is subject to certain conditions, including, among others, the consummation of the Investment and certain regulatory approvals remaining in full force and effect. The tender offer is not conditioned on the tender of any minimum number of shares or the receipt of financing.