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SYNOVUS NEWS RELEASE
FINANCIAL CORP.-----------------------------------------------------------------
Filed by Synovus Financial Corp.
Commission File No. 001-10312
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Synovus Financial Corp.
On June 29, 2001, Synovus Financial Corp., a Georgia corporation, issued
the following press release:
For Immediate Release
Contacts: Patrick A. Reynolds
Synovus Investor Relations
(706) 649-4973
Synovus To Acquire First American Bank of Pensacola
Banking company will merge with Bank of Pensacola
Columbus, Ga., June 29, 2001-- Synovus Financial Corp. (NYSE: "SNV") has
announced it will acquire FABP Bancshares, Inc. (FABP), of Pensacola, Fla., and
merge the company's subsidiary bank with the Bank of Pensacola, a Synovus
affiliate bank. FABP is a one-bank holding company that owns First American Bank
of Pensacola, N.A., Pensacola's largest independent bank with $302 million in
assets.
The merger will more than double the size of the Bank of Pensacola, giving the
combined company $583 million in assets. Bank of Pensacola is expected to be the
largest community bank in northwest Florida. Chartered as a state bank in 1972,
Bank of Pensacola joined the Synovus family of companies in 1990.
The acquisition, valued at approximately $100 million, is expected to be final
in the fourth quarter of 2001, pending regulatory and shareholder approval.
Directors for FABP Bancshares, representing about 70 percent of the company's
shares, approved the merger agreement on June 28. Synovus will account for the
acquisition using the pooling of interests method. FABP shareholders will
receive between 1.9428 and 2.2582 Synovus shares for each share of FABP common
stock they hold, with the exact exchange ratio to be based upon Synovus' stock
price. The transaction is expected to be accretive to Synovus in 2001. FABP
reported net income of $4.55 million in 2000.
"This acquisition perfectly suits our expansion strategy, doubling our size in
one of Florida's premier communities," said James H. Blanchard, chairman and CEO
of Synovus Financial Corp. "It's a pleasure to welcome our newest team members
to the Synovus family. They will insure that our customers in Pensacola will
continue to enjoy exceptional personal service. We expect this merger to add
value for shareholders of both companies."
W. Luther Taylor, chairman and CEO of the Synovus affiliate, Bank of Pensacola,
will continue to serve as chairman and CEO of the combined company. Thomas B.
"Bo" Carter, chairman of FABP Bancshares and one of the company's original
investors, will serve as president of the combined company.
The greater Pensacola area includes several Florida counties, with a regional
population of more than 400,000 residents. Its diversified economy -- comprising
medical, judicial, military, retirees, manufacturing and tourism -- includes one
of the U.S. Navy's largest air stations and draws visitors from across the
Southeastern United States.
Synovus Financial Corp. (NYSE: "SNV") is a multi-financial services company with
more than $15.2 billion in assets. Based in Columbus, Ga., Synovus is composed
of 39 banks in Georgia, Alabama, South Carolina and Florida; an 80.8-percent
stake in TSYS (NYSE: "TSS") (www.tsys.com), one of the world's
-- more --
Synovus to acquire First American Bank of Pensacola/p. 2
leading payment services providers; DotsConnect (www.dotsconnect.com), which
delivers and hosts online credit card management solutions; Synovus Wealth
Management, a marketing unit for securities, trust, insurance and private
banking services; Synovus Mortgage Corp.; and Synovus Leasing Services. Synovus
is No. 8 on FORTUNE magazine's list of the "100 Best Companies to Work for" in
2001. See Synovus on the Web at www.synovus.com.
This press release contains statements that constitute "forward-looking
statements" within the meaning of the Securities Act of 1933 and the Securities
Exchange Act of 1934 as amended by the Private Securities Litigation Reform Act
of 1995. "Forward-looking" statements contained in this press release include
the intent, belief or current expectations of Synovus and members of its senior
management team with respect to future earnings growth, as well as the
assumptions upon which such statements are based. Prospective investors are
cautioned that any such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties, and that actual results may
differ materially from those contemplated by such forward-looking statements.
Important factors currently known to management that could cause actual results
to differ materially from those contemplated by the forward-looking statements
in this press release include, but are not limited to, competitive pressures
arising from aggressive competition from other lenders; factors that affect the
delinquency rate on Synovus' loans and the rate at which Synovus' loans are
charged off; changes in the cost and availability of funding due to changes in
the deposit market and credit market, or the way in which Synovus is perceived
in such markets; and the effects of government policy and regulations, including
restrictions and/or limitations arising from banking laws, regulations and
examinations. Additional factors that could cause actual results to differ
materially from those contemplated in this press release can be found in
Synovus' filings with the Securities and Exchange Commission, including its
Annual Report on Form 10-K, quarterly reports on Form 10-Q and current reports
on Form 8-K.
Synovus will be filing a Registration Statement on Form S-4 and other
relevant documents concerning the merger with the SEC. Such document also
will serve as a proxy statement for FABP Bancshares, Inc. WE URGE INVESTORS TO
READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED
WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors will be able
to obtain the docuements free of charge at the SEC's Web site, www.sec.gov.
In addition, documents filed with the SEC by Synvous will be available free of
charge from the Corporate Secretary of Synovus at Suite 301, One Arsenal Place,
901 Front Avenue, Columbus, Georgia 31901, Telephone 706-649-4751. READ THE
REGISTRATION STATEMENT CAREFULLY BEFORE MAKING A DECISION CONCERNING THE
MERGER.
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