Bank of the Ozarks, Inc. and Intervest Bancshares Corporation Enter into Definitive Agreement and Plan of Merger

July 31, 2014 5:25 PM EDT

LITTLE ROCK, Ark. & NEW YORK--(BUSINESS WIRE)-- Bank of the Ozarks, Inc. (NASDAQ: OZRK) and Intervest Bancshares Corporation (NASDAQ: IBCA) jointly announced today the signing of a definitive agreement and plan of merger (“Agreement”) whereby Bank of the Ozarks, Inc. (“Company”) will acquire Intervest Bancshares Corporation (“Intervest”) and its wholly-owned bank subsidiary Intervest National Bank (“Intervest Bank”), with offices in Florida and New York, in an all-stock transaction. According to the terms of the Agreement, the Company will acquire all of the outstanding common stock of Intervest in a transaction valued at approximately $228.5 million, less the amount paid by Intervest to cash out all outstanding stock options, stock appreciation rights and stock warrants, and subject to other potential adjustments. Closing of the transaction is expected to be immediately accretive to the Company’s book value per common share and its tangible book value per common share. The transaction is also expected to be accretive to the Company’s diluted earnings per common share for the first twelve months after the transaction closes and thereafter.

Intervest operates seven offices, six in West Central Florida and one in New York City. At June 30, 2014, Intervest had approximately $1.6 billion of total assets, $1.2 billion of loans and $1.3 billion of deposits.

Lowell S. Dansker, Chairman and Chief Executive Officer of Intervest, stated, “I am proud of the organization our team has built over the last 21 years since my father and I started Intervest. We believe this transaction offers additional benefits to our customers and the communities we serve, value for our shareholders and opportunities for our employees. We are pleased to partner with Bank of the Ozarks, one of the best and most respected banks in the United States. Our team is delighted to be joining Bank of the Ozarks and we look forward to working together and building additional value for our combined shareholders.”

“We are pleased to announce the acquisition of Intervest, our twelfth acquisition in recent years and our largest to date,” commented George Gleason, Chairman and Chief Executive Officer of Bank of the Ozarks. “Intervest’s six offices and quarter century heritage in the Pinellas County, Florida market are a great complement to our four offices in nearby Manatee County. Intervest’s New York and Florida lending teams have a long track record of serving commercial real estate borrowers and product types not currently offered by Bank of the Ozarks. We expect the Intervest lending team to operate as a separate Stabilized Properties Group within Bank of the Ozarks, providing us yet another growth engine for earning assets,” Gleason added.

Under the terms of the Agreement, which has been unanimously approved by the boards of directors of both companies, each holder of outstanding shares of common stock of Intervest will receive shares of common stock of the Company. The number of Company shares to be issued will be determined based on the Company’s ten day average closing stock price as of the fifth business day prior to the closing date, subject to a minimum and maximum price of $23.95 and $39.91, respectively.

Upon the closing of the transaction, Intervest will merge into the Company and Intervest Bank will merge into the Company’s wholly-owned bank subsidiary, Bank of the Ozarks. Completion of the transaction is subject to certain closing conditions, including customary regulatory approvals and the approval of the shareholders of Intervest. The transaction is expected to close in the fourth quarter of 2014 or the first quarter of 2015.

In addition to the information contained within this announcement, an Investor Presentation containing additional information regarding this transaction has been posted on the Company’s website www.bankozarks.com under “Investor Relations” and on Intervest’s website at www.intervestbancsharescorporation.com.

Intervest was advised by the investment banking firm of Sandler O’Neill + Partners, L.P. and the law firm of Harris Beach PLLC. Bank of the Ozarks, Inc. was represented by the law firm of Kutak Rock LLP.

ABOUT THE COMPANY

Bank of the Ozarks, Inc. is a bank holding company with $6.3 billion in total assets as of June 30, 2014 and trades on the NASDAQ Global Select Market under the symbol “OZRK.” The Company owns a state-chartered subsidiary bank that conducts banking operations through 164 offices in Arkansas, Georgia, North Carolina, Texas, Florida, Alabama, South Carolina, New York and California. The Company may be contacted at (501) 978-2265 or P. O. Box 8811, Little Rock, Arkansas 72231-8811. The Company’s website is: www.bankozarks.com.

ABOUT INTERVEST

Intervest Bancshares Corporation is a bank holding company with $1.6 billion in total assets as of June 30, 2014 and trades on the NASDAQ Global Select Market under the symbol “IBCA.” Its operating subsidiary is Intervest National Bank, a nationally chartered commercial bank with its headquarters and a full-service banking office at One Rockefeller Plaza, in New York City, and six full-service banking offices in Clearwater and Pasadena, Florida. Intervest can be contacted at (212) 218-2000 or One Rockefeller Plaza, Suite 400, New York, New York 10020. Intervest’s website is www.intervestbancshares.com.

http://www.streetinsider.com/Press+Releases/Bank+of+the+Ozarks%2C+Inc.+and+Intervest+Bancshares+Corporation+Enter+into+Definitive+Agreement+and+Plan+of+Merger/9710603.html

Marker:

Intervest Bancshares (IBCA)
$7.98 down -0.03 (-0.37%)
Volume: 40,100

*Note: This announcement came after the closing bell today. IBCA has since jumped to $9 in the start of after-hour trading.

Bank of The Ozarks (OZRK)
$30.81 down -1.12 (-3.51%)
Volume: 509,255

FD: I currently do not own shares of either bank.

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3.83 +0.04 (1.06%)
Jun 29 - Close
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Inst. own 30%

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Intervest Bancshares Corporation (IBC) is a holding company. IBC is the parent company of Intervest National Bank (INB) and Intervest Mortgage Corporation (IMC). IBC’s primary business is the ownership and operation of its subsidiaries. It does not engage in any other substantial business activities other than a limited amount of real estate mortgage lending, including the participation in loans originated by INB. INB is a nationally chartered commercial bank, which conducts a personalized commercial and consumer banking business that attracts deposits from the general public. INB also provides Internet banking services through its Website: www.intervestnatbank.com, which also attracts deposit customers from outside its primary market areas. IMC’s business has been focused on the origination of mortgage loans secured by commercial and multifamily real estate.

http://www.google.com/finance?q=IBCA