In connection with the settlement agreement, the current board and Mr.
Koury's group have agreed to reconstitute the board of directors immediately
with the following individuals:
The annual meeting of the shareholders scheduled for
"We believe this settlement is the best outcome for shareholders of Cape Fear Bank Corporation. This resolution will allow us to put the proxy contest behind us and focus on our customers, employees and community. I look forward to working together with this new board of directors in a focused manner to allow Cape Fear to reach its full potential," said Mr. Crouch, the company's Vice Chairman.
Mr. Crouch added, "While the rhetoric of a proxy contest can get heated, I am now convinced that all parties involved want what is in the best interests of Cape Fear and its shareholders. I ask all parties involved, including the shareholders, to put aside any preconceived notions or bruised feelings they may have and instead focus on the positive potential of this company."
Mr. Koury stated, "Our campaign for change at Cape Fear always has been about protecting and enhancing shareholder value, and never about control or any particular investor's interests. This agreement provides a critical boost to the board's strength and experience and gives all shareholders a clear assurance that their interests will drive the decisions of the board of directors."
Mr. Koury went on to say, "On my own behalf and on behalf of Messrs. Lucht, Mahan, Neblett, Sullivan, Cochrane and Isser, we appreciate all of the support and kind words the shareholders of Cape Fear offered to us during this process."
Mr. Mahan added, "Scott, David, Mort and I are excited to work with Lee, Becky, Craig and Walter on behalf of all of the shareholders of Cape Fear."
About the Company
Cape Fear Bank (the "Bank"), formerly known as Bank of
Forward-Looking Statements
This press release contains statements relating to Cape Fear Bank Corporation (the Company) and its financial condition, results of operations, plans, strategies, branch expansion plans, trends, projections of results of specific activities or investments, expectations or beliefs about future events or results, and other statements that are not descriptions of historical facts. Those statements may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may be identified by terms such as "may," "will," "should," "could," "expects," "plans," "intends," "anticipates," "believes," "estimates," "predicts," "forecasts," "potential" or "continue," or similar terms or the negative of these terms, or other statements concerning opinions or judgments of management about future events. Forward-looking information is inherently subject to risks and uncertainties, and actual results could differ materially from those currently anticipated due to a number of factors, which include, but are not limited to, factors discussed in the Company's Annual Report on Form 10-K and in other reports filed with the Securities and Exchange Commission from time to time. Copies of those reports are available directly through the Commission's website at www.sec.gov. Other factors that could influence the accuracy of those forward- looking statements include, but are not limited to: (a) the financial success or changing strategies of the Company's customers; (b) customer acceptance of services, products and fee structure; (c) changes in competitive pressures among depository and other financial institutions or in the Company's ability to compete effectively against larger financial institutions in its banking market; (d) actions of government regulators, or changes in laws, regulations or accounting standards, that adversely affect the Company's business; (e) the Company's ability to manage growth and to underwrite increasing volumes of loans; (f) the impact on profits of increased staffing and expenses resulting from expansion; (g) changes in the interest rate environment and the level of market interest rates that reduce net interest margin and/or the volumes and values of loans made and securities held; (h) weather and similar conditions, particularly the effect of hurricanes on banking and operations facilities and on the Company's customers and the coastal communities in which it conducts business; (i) changes in general economic or business conditions and the real estate market in the Company's banking market (particularly changes that affect its loan portfolio, the abilities of borrowers to repay their loans, and the values of loan collateral); and (j) other developments or changes in the Company's business that it does not expect. Although management believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, levels of activity, performance or achievements. All forward-looking statements attributable to the Company are expressly qualified in their entirety by the cautionary statements in this paragraph. The Company has no obligation, and does not intend, to update these forward-looking statements.
Important Additional Information
Further details about this agreement will be included in a subsequent disclosure filing with the Securities and Exchange Commission.
The Company will be filing a proxy statement and accompanying proxy card
with the Securities and Exchange Commission (the "SEC") in connection with the
solicitation of proxies for the 2008 Annual Meeting once a postponed annual
meeting date is established. Shareholders are strongly advised to read the
Company's 2008 proxy statement when it becomes available because it will
contain important information. Shareholders will be able to obtain copies of
the Company's 2008 proxy statement and other documents filed by the Company
with the SEC in connection with the 2008 Annual Meeting at the SEC's website
at www.sec.gov or at the Investor Relations section of the Company's website
at www.capefearbank.com. The Company, its directors and its executive officers
may be deemed participants in the solicitation of proxies from shareholders in
connection with the Company's 2008 Annual Meeting. Information concerning the
Company's directors and officers is available in its Form 10-K/A for the
fiscal year ended
SOURCE Cape Fear Bank Corporation