IBERIABANK Corporation Announces Agreement To Acquire Florida Gulf Bancorp, Inc.

LAFAYETTE, La., March 19, 2012 /PRNewswire/ -- IBERIABANK Corporation (NASDAQ: IBKC) ("IBERIABANK"), holding company of the 125-year-old IBERIABANK ( www.iberiabank.com) and Florida Gulf Bancorp, Inc. ("Florida Gulf"), the holding company of Fort Myers, Florida-based Florida Gulf Bank ( www.floridagulfbank.com) announced today the signing of a definitive agreement for IBERIABANK to acquire Florida Gulf.  The transaction has been approved by the Board of Directors of each company and is expected to close in the third quarter of 2012. Completion of the transaction is subject to customary closing conditions, including the receipt of required regulatory approvals and the approval of Florida Gulf's shareholders.

William P. Valenti, President and Chief Executive Officer of Florida Gulf, will be named Executive Vice President and Market President for IBERIABANK's Lee County franchise after the acquisition is consummated.  Bill Valenti commented, "We are delighted to partner with a bank with exceptional balance sheet and capital strength and tremendous loan and deposit growth.  IBERIABANK's culture and operating philosophies mirror our client focus and culture very well."

Valenti continued, "On a pro forma combined basis, we will have a comprehensive 11-office distribution system and the sixth largest deposit market share in Lee County, Florida.  Together we create an excellent banking franchise with tremendous products and services for our clients in Lee County."

"We are delighted to join forces with Florida Gulf Bank, a bank with excellent potential in the Fort Myers- Cape Coral market," said Daryl G. Byrd, President and Chief Executive Officer of IBERIABANK.  "We have great admiration for Bill Valenti, his leadership team, and Florida Gulf's Board of Directors.  They established a well-managed de novo bank focused on commercial and industrial lending with a strong niche serving professionals and executives in Lee County.  Florida Gulf Bank navigated through this very challenging economic cycle, avoided many real estate concentration issues that effected many other institutions in economically stressed markets, and like IBERIABANK, were proactive in their business approach.  We believe our cultures and client focus are similar in many respects." 

Under the terms of the agreement, shareholders of Florida Gulf will receive a fixed value of $23.00 of IBERIABANK common stock for each share of Florida Gulf common stock outstanding, subject to certain adjustments.  In addition, the agreement provides for potential additional cash consideration based on the resolution of certain identified loans over a three-year period after the acquisition.  The maximum contingent cash consideration is $4.4 million, or $2.85 per share of Florida Gulf common stock.  Florida Gulf also had approximately $4.1 million in preferred stock at December 31, 2011, that will be redeemed at consummation of the acquisition.

At December 31, 2011, Florida Gulf had 1,528,357 shares of common stock outstanding and warrants to purchase 41,410 shares that are expected to be exercised prior to closing the transaction.  At December 31, 2011, Florida Gulf had 135,103 shares underlying outstanding options at a weighted average exercise price of $18.30 per share.  Based on IBERIABANK's closing stock price on March 16, 2012 of $54.80, the transaction would have an aggregate estimated pro forma value of $43.7 million, assuming the exercise of all warrants, the value of shares underlying outstanding options (approximately $3.4 million), the redemption at closing of the preferred stock ( $4.1 million), and excluding any potential contingent cash consideration.  This aggregate transaction value equated to 1.41 times book value and tangible book value at December 31, 2011, assuming the exercise of options and warrants on a pro forma basis.

IBERIABANK expects the transaction to be accretive to earnings per share approximately 1%, assuming synergies are fully phased in and excluding estimated merger and conversion related costs of approximately $5.8 million on a pre-tax basis.  Estimated synergies include annual pre-tax expense savings of approximately 30%, to be fully achieved by the first quarter of 2013.  The estimated internal rate of return for the transaction is expected to be in the "mid-teens" and in excess of IBERIABANK's cost of capital.

About Florida Gulf Bancorp, Inc.

Florida Gulf is the bank holding company for Florida Gulf Bank with eight commercial bank branch offices in the Fort Myers- Cape Coral market in Florida.  At December 31, 2011, Florida Gulf had:

• Total Consolidated Assets                     $350 Million
• Total Investment Securities                    $44 Million
• Total Loans                                            $262 Million
• Total Deposits                                        $279 Million
• Shareholders' Equity                              $28 Million
• Tangible Common Equity Ratio               6.81%
• Nonperforming Assets                           $16.4 Million (4.68% of Total Assets)
• Noninterest Bearing Deposits                 $54 Million (19% of Total Deposits)

Florida Gulf had no brokered deposits and 79 full-time equivalent employees at year-end 2011.  For the year ended December 31, 2011, Florida Gulf reported net income of $0.6 million with a $4.0 million loan loss provision.  For the fourth quarter of 2011, Florida Gulf reported net income of $0.4 million, a $0.6 million loan loss provision, a 3.74% net interest margin, and 0.67% cost of funds.

IBERIABANK Corporation

IBERIABANK is a multi-bank financial holding company with 263 combined offices, including 173 bank branch offices in Louisiana, Arkansas, Tennessee, Alabama, Texas, and Florida, 24 title insurance offices in Arkansas and Louisiana, and mortgage representatives in 59 locations in 12 states.  The Company has six locations with representatives of IBERIA Wealth Advisors in four states, and one office of IBERIA Capital Partners, L.L.C.

IBERIABANK's common stock trades on the NASDAQ Global Select Market under the symbol "IBKC."  IBERIABANK's market capitalization was approximately $1.6 billion, based on the NASDAQ closing stock price on March 16, 2012.

The following 13 investment firms currently provide equity research coverage on IBERIABANK:

• FIG Partners, LLC
• Guggenheim Partners
• Jefferies & Co., Inc.
• Keefe, Bruyette & Woods
• Morgan Keegan & Company, Inc.
• Oppenheimer & Co., Inc.
• Raymond James & Associates, Inc.
• Robert W. Baird & Company
• Stephens, Inc.
• Sterne, Agee & Leach
• Stifel Nicolaus & Company
• SunTrust Robinson-Humphrey
• Wunderlich Securities

Additional Information

Florida Gulf was advised by the investment banking firm Syndicated Capital, Inc. and the law firm of Smith Mackinnon, PA. IBERIABANK was advised by the law firm of Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P. 

The Company has prepared a PowerPoint presentation that supplements information contained in this press release.  The PowerPoint presentation may be accessed on IBERIABANK's web site, www.iberiabank.com, under "Investor Relations" and then "Presentations." The Company will not host a conference call associated with this announcement.

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