Madison Bank to merge with Kentucky Bank
Kentucky Bancshares, Inc. (OTC.KTYB), the parent company of Kentucky Bank, and Madison Financial Corporation (“Madison”), the parent company of Madison Bank, jointly announced today that they have entered into an agreement and plan of share exchange (“Agreement”) in which Kentucky Bancshares will acquire Madison in a common-for-common share exchange transaction...more
Under the terms of the Agreement, Kentucky Bancshares will exchange for each issued and outstanding share of Madison common stock 1.1927 shares of Kentucky Bancshares common stock, subject to potential adjustments at closing. Based on Kentucky Bancshares’ 20 trading day average common stock price of $27.25 per share, as of January 16, 2015, assuming no exchange ratio adjustments, the transaction is valued at approximately $7.2 million with a per share value of $32.50 for each share of Madison common stock. The transaction is subject to Madison shareholder approval and customary regulatory approvals and is expected to close late in the second quarter or in the third quarter of 2015.
Upon the consummation of the transaction, Madison will be merged with and into Kentucky Bancshares and Madison Bank will be merged with and into Kentucky Bank. At that time, Madison Bank offices will become branches of Kentucky Bank. Madison Bank currently operates 3 branches in the city of Richmond, Kentucky with total assets of $121 million, including $83 million in loans, and with total deposits of $103 million. Richmond is located in Madison County and is approximately twenty five miles south of Lexington, Kentucky. Kentucky Bancshares estimates that the combined institution will have $914 million in assets, $693 million in deposits and 18 branches serving central and eastern Kentucky.
“Madison Bank has great strengths in its customers and employees,” said Louis Prichard, President and CEO of Kentucky Bancshares, Inc. “This transaction will expand our existing footprint in Madison County and is a strategic step in our continued pursuit to create a high-performing community bank that is focused on relationship banking in the best sense of the term.”
Michael Eaves, Chairman of the Board of Directors of Madison, commented, "We look forward to the business combination. Kentucky Bank has the community bank values that our customers know and appreciate as well as a diverse suite of products which will allow us to offer broader and enhanced services to our customers.”
Kentucky Bancshares expects the transaction to be accretive to earnings per share in the first full year of operations, excluding any one-time restructuring charges, and that the combined subsidiary bank will exceed “well-capitalized” thresholds under all regulatory definitions. Kentucky Bancshares estimates 2% dilution to tangible book value per share with tangible book value earn-back in approximately three years.
Raymond James & Associates, Inc. has acted as financial advisor to Kentucky Bancshares, Inc. and Professional Bank Services, Inc. has acted as financial advisor to Madison Financial Corporation.
About Kentucky Bank
Kentucky Bank, headquartered in Paris, Kentucky, is a locally owned and publicly traded financial institution, with 15 branches located in 11 Kentucky communities. The bank offers a full line of services including retail, business and wealth management products. Since 1851 Kentucky Bank and its tributaries have enjoyed a long history as a strong, stable community bank. To learn more about Kentucky Bank, visit www.kybank.com.
This press release contains forward looking statements within the meaning of the federal securities laws. These statements are not historical facts, but rather statements based on Kentucky Bancshares’ current expectations regarding its business strategies and their intended results and future performance. Forward-looking statements are preceded by terms such as “expects,” “believes,” “anticipates,” “intends” and similar expressions, as well as any statements related to future expectations of performance.
Forward-looking statements are not guarantees of future performance. Numerous risks and uncertainties could cause or contribute to Kentucky Bancshares’ actual results, performance, and achievements to be materially different from those expressed or implied by the forward-looking statements. These forward-looking statements express management’s current expectations or forecasts of future events and, by their nature, are subject to risks and uncertainties and there are a number of factors that could cause actual results to differ materially from those in such statements. Factors that might cause such a difference include, but are not limited to: expected cost savings, synergies and other financial benefits from the proposed share exchange might not be realized within the expected timeframes and costs or difficulties relating to integration matters might be greater than expected; the requisite shareholder and regulatory approvals for the proposed share exchange and mergers might not be obtained; market, economic, operational, liquidity, credit and interest rate risks associated with Kentucky Bancshares’ and Madison’s businesses; competition; government legislation and policies (including the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act and its related regulations) which may affect the ability of Kentucky Bancshares and Madison to execute their respective business plans; changes in the economy which could materially impact credit quality trends and the ability to generate loans and gather deposits; failure or circumvention of our internal controls; failure or disruption of Kentucky Bancshares’ or Madison’s information systems; significant changes in accounting, tax or regulatory practices or requirements; new legal obligations or liabilities or unfavorable resolutions of litigations; other matters discussed in this press release and other factors identified in Kentucky Bancshares’ Annual Report on Form 10-K and its other periodic filings with the SEC. These forward-looking statements are made only as of the date of this press release, and neither Kentucky Bancshares nor Madison undertakes an obligation to release revisions to these forward-looking statements to reflect events or conditions after the date of this press release.
Other Information for Madison Shareholders
This release may be deemed to be offering materials of Kentucky Bancshares in connection with its proposed acquisition of Madison, on the terms and subject to the conditions in the Agreement and Plan of Share Exchange. This release may also be deemed to be proxy solicitation materials of Madison in connection with a special meeting of its shareholders, currently anticipated to be held in the second quarter of 2015, to vote on a proposal to approve the Agreement and Plan of Share Exchange.
Kentucky Bancshares intends to file a registration statement on Form S-4 to register Kentucky Bancshares shares of common stock that will be issued to Madison shareholders in connection with the transaction. The registration statement will contain a proxy statement of Madison and prospectus of Kentucky Bancshares and other documents regarding the proposed transaction. MADISON SHAREHOLDERS AND INVESTORS ARE URGED TO READ THE PROSPECTUS WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT KENTUCKY BANCSHARES AND MADISON.
Investors and security holders will be able to obtain free copies of the registration statement and proxy statement/prospectus (when available) and other documents filed with the SEC by Kentucky Bancshares through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Kentucky Bancshares will be available free of charge on Kentucky Bancshares’ website at http://www. kybank.com under the “About Us” tab and then under the “Investor Relations” tab.
When available, copies of the prospectus/proxy statement will be mailed to Madison shareholders.
The respective directors and executive officers of Kentucky Bancshares and Madison and other persons may be deemed to be participants in the solicitation of proxies from Madison shareholders with respect to the proposed share exchange. Information regarding the directors and executive officers of Kentucky Bancshares is available in its proxy statement filed with the SEC on April 15, 2014 in connection with its 2014 annual shareholder meeting. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the proxy statement/prospectus regarding the proposed share exchange when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph.
Kentucky Bancshares, Inc.
Louis Prichard, President & CEO
Madison Financial Corporation
Michael Eaves, Chairman of the Board of Directors
Kentucky Bank named as one of the Best Places to Work in Kentucky
Kentucky Bank has been rated one of the “Best Places to Work” in Kentucky for the 4th consecutive year. This recognition is awarded by the Kentucky Society for Human Resource Management and the Kentucky Chamber of Commerce...more
The selection process, managed by Best Companies Group, is based on an assessment of the company’s employee policies and procedures and the results of an internal employee survey.
“We are very proud to again be recognized as one of the Best Places to Work in Kentucky. Building our company and delivering Premier Customer Service is something that involves every employee,” commented Louis Prichard, President of Kentucky Bank. “We respect our employees’ contributions and encourage everyone to make Kentucky Bank the best bank possible. There is a compassionate, caring culture among our personnel. Those are some of the things that contribute to making us one of the Best Places to Work in Kentucky."
The competition is a multi-year initiative designed to motivate companies in the Commonwealth to focus, measure and move their workplace environments toward excellence. Numerous studies show a strong correlation between profitability and creating a good place to work. The Best Places to Work in Kentucky initiative is based on FORTUNE magazine’s “100 Best Companies to Work for in America” list.
Winners from across the state have been selected in three categories: small companies of 15-149 employees, medium companies of 150-499 employees and large companies consisting of more than 500 employees (categories based on number of U.S. employees, only Kentucky employees surveyed).
Kentucky Bank has 15 offices throughout 11 Kentucky counties. Kentucky Bank has also earned a 5-Star rating from Bauer Financial, Inc., the nation’s leading independent banking rating firm. The 5-Star award recognizes Kentucky Bank’s continual superior performance and strength.
Fred Caudill Named Mortgage Lender for Kentucky Bank
Cynthiana, KY - Kentucky Bank announced that Fred Caudill has joined Kentucky Bank as the AVP, Small Business/Mortgage Lender in Harrison County...more
Caudill has 10 years of experience as a mortgage lender in Harrison County. He has received the Kentucky Housing Corporations top lender award for five consecutive years. His office will be at the Kentucky Bank office located at 939 U.S. Highway 27 South in Cynthiana.
Caudill remarked, “I am excited about my new opportunity with Kentucky Bank and am looking forward to becoming a productive member of their family.” Allen Johnson is the Market President in Cynthiana; the regional board of directors for Harrison County includes Bruce Florence, Betty Long, Brad Marshall, Joel Techau, and Gerry Whalen.
A UK graduate with a BS in business, Caudill has lived in Cynthiana for 24 years. He and his wife have two children—their daughter is a sophomore at EKU and their son is a senior at Harrison County High School. Caudill is also a member of the Main Street Project Promotion Committee in Cynthiana.
Kentucky Bank has been recognized as one of the Best Places to Work in Kentucky. The bank has also been awarded Five Stars from Bauer Financial, the highest rating that can be achieved. Kentucky Bank has fifteen locations in eleven Kentucky Communities. Please like us on Facebook and follow us on Twitter and Instagram.
"It pays to go green!"
Check out our latest Kentucky Bank commercial...more
Allen Johnson Named Market President of Harrison County for Kentucky Bank
Kentucky Bank announced that Allen Johnson has been promoted to Market President of Harrison County. Allen has been with Kentucky Bank since 2012...more
His ten years of experience as an Agricultural lender in Central Kentucky will be very beneficial to him in his new role. His office will be at the Kentucky Bank office located at 939 U.S. Highway 27 South in Cynthiana.
Allen remarked, “I look forward to the opportunity and challenge of being the Market President in Harrison County. There are a lot of good people and places in Harrison County. I am honored to have this role with Kentucky Bank.” The regional board of directors for Harrison County includes Bruce Florence, Betty Long, Brad Marshall, Joel Techau, and Gerry Whalen.
Johnson has a strong background in agriculture. He is a graduate of Morehead State University with a Bachelor of Science in Agricultural Science and a Master’s Degree in Education. He is involved as a Board member of Bo. Co. 4-H and a member of the Kentucky Cattleman’s Association. He and his family, Karen and sons Austin and Ethan, are members of the Rolling Hills Church of Christ.
Kentucky Bank has been recognized as one of the Best Places to Work in Kentucky. The bank has also been awarded Five Stars from Bauer Financial, the highest rating that can be achieved. Kentucky Bank has fifteen locations in eleven Kentucky Communities. Please like us on Facebook and follow us on Twitter and Instagram!
Kentucky Bank to Remain Title Sponsor of State’s Only Professional Tennis Tournament
Kentucky Bank announced this week it will continue as title sponsor of the Lexington Challenger, a professional tennis tournament that has drawn players from around the world to the Bluegrass for the past 20 years...more
Kentucky Bank, which is locally owned with 15 branches in 11 Kentucky communities, took over the title sponsorship this year. Bank president and CEO Louis Prichard said the tournament, held in late July and hosted by the University of Kentucky, is a wonderful event that showcases not just good tennis, but also the communityand state.
“The 2014 Kentucky Bank Tennis Championships received such positive support from the community this year that we are proud to continue as the title sponsor for the 2015 tennis championships,” he said, adding that attendance during the championships doubled from previous years and both the men’s and women’s tournaments had a very talented group of competitors this year.
“We believe these championships allow Kentucky to share its light with the country. We have already begun to plan new, exciting events for the 2015 Kentucky Bank Tennis Championships.”
Tournament director Brooks Lundy said Kentucky Bank has proven to be a strong partner.
“They help bring enthusiasm and personality, as well as the financial commitment,” Lundy said. “We are so lucky to have such a high-caliber event in Kentucky, let alone the Lexington area. As the only professional tennis tournament in the state, corporate sponsorship is vital for the ongoing role we are able to play in the community. Strong partners such as Kentucky Bank allow us to complete our charitable mission.”
The Lexington Challenger is a $50,000 Pro-Circuit USTA event with a non-profit status. All gains from the tournament are used to support local charities that promote health activity among kids.
For more information about the Kentucky Bank Tennis Championships, please contact tournament director Brooks Lundy at 859-509-9707 or firstname.lastname@example.org
. To set up media interviews, please contact media coordinator Rena Baer at email@example.com
Showalter Branch Grand Re-Opening
Our Georgetown-Showalter office has just finished going through the first major renovation since it was built in 1998...more
Along with new banking technology, including mobile and online banking, customers’ needs for branch offices have changed. With that in mind, Kentucky Bank has created a branch for the entire family. The Showalter office is in a residential area, but conveniently located between the Post Office and the Scott County Library. Mark Sulski, Market President, described the remodeled office, “We wanted this office to feature a more user friendly, family approach. The entire branch has been remodeled and upgraded with a contemporary atmosphere. The branch has Wi-Fi and a table with iPads for customer use; this allows us to show our customers how easy it is to connect with our mobile and iPad banking apps. Customers are also welcome to check email and access the web with the iPads." Click here to see the changes!
Opportunity Checking helps establish financial stability
Kentucky Bank offers new checking options to help establish financial stability for those without banking relationships...more
Kentucky Bank’s new checking account, Opportunity Checking, may give those who have had a hard time qualifying for checking accounts in the past a new opportunity. Many people have had financial difficulties in their lives and have not been able to qualify for banking services. This account, with new guidelines, can help families move forward and build a stable financial foundation.
Opportunity Checking is designed to provide banking options to an underserved population. Reports show that almost 9 million American households are unbanked or underserved (meaning they do not have a checking or savings account). The reasons for 7.7% of Americans being unbanked vary, but for the most part, it has to deal with past banking issues and being listed in ChexSystems®.
Louis Prichard, CEO/President, said “Kentucky Bank’s goal is to reduce the number of people without a bank or those underserved with banking options – those who rely on alternative financial services such as payday loans. We may be able to help people who do not have a bank account due to past financial issues and are looking for a second chance. The Opportunity Checking account is a great step forward."
Getting started is easy. Visit Kentucky Bank’s office, bring a photo ID (driver's license, passport, state ID card, etc.) along with your social security number or individual taxpayer identification number, and another form of identification, to see if you qualify for one of our new Opportunity Checking accounts.
Kentucky Bank has been recognized as one of the top 200 community banks nationwide and one of Kentucky’s Best Places to Work for three consecutive years. Kentucky Bank’s historic strength and stability offer their customers invaluable peace of mind. Kentucky Bank has fifteen locations in ten Kentucky Counties. Kentucky Bancshares, Inc. is traded under the symbol, KTYB.
Night with Phil Simms @ MSU
MSU Football held a “Night with Phil Simms” fundraiser banquet to benefit the MSU Football program...more
KY Bank was one of the first to commit to sponsoring a table for the event. Louisville native Phil Simms was the quarterback for MSU football graduating in 1979. He was drafted in the first round that year, seventh overall, by the New York Giants where he played for 14 years. During his time as QB for the Giants he won two Superbowls and was once named Superbowl MVP. He is currently the lead color analyst for NFL broadcasts on CBS.
The evening started with a meet and greet in which attendees had an opportunity to meet Phil and get a photo or autograph. The Banquet followed including an auction and feature address by Phil Simms. During the evening MSU football raised $136,000.