Mergers and Acquisitions
Transaction Details
DD&F CONSULTING GROUP 
Deal Overview
Buyer:  Banc Corporation (Click for buyer financial information)
Target:  Kensington Bankshares, Inc. (Click for target financial information)
Deal Type:  Bank & Thrift Company
Announcement Date 3/6/06   Announced Deal Value ($M) 70.9
Status Completed   Announced Deal Value Per Share ($) 18.22
Completion Date 8/31/06      
 
Deal Summary
Banc Corp. will enter the Florida counties of Hillsborough, Pasco, Hernando and Pinellas with the acquisition of Kensington Bankshares Inc. It will rank No. 23 in Hillsborough County with 0.6% of $16.9 billion in market deposits. In Pasco County, it will rank No. 15 with 1.2% of $4.9 billion in market deposits, while entering Hernando County ranking No. 6 with 3.4% of $2.5 billion in market deposits. In its last bank company acquisition in Feb. 2002, Banc Corp. acquired CF Bancshares Inc. for $15.5 million in cash and stock.

Deal Pricing Ratios
  Announcement Completion
Price / Book (%) 251.82 260.08
Price / Tangible Book (%) 251.82 260.08
Price / LTM EPS (x) 24.63 25.44
Price / Deposits (%) 25.25 26.08
Price / Assets (%) 21.85 22.57
Tang Book Premium / Core Deposits (%) 25.61 27.00


Deal Terms

Description of Consideration
Each share of Kensington Bankshares common stock was exchanged for 1.6 shares of Banc Corp. common stock.
Accounting Method NA   Lockup Agreement No
In-State Transaction? No   Strike Price ($) NA
Merger of Equals? No   % of Shares Outstanding NA
Geographic Expansion? Market Expansion   Shares Under Option NA
Goodwill Generated ($000) NA   Core Deposit Intangibles ($000) NA
Estimated Cost Savings (%) 10.00   Est. Restructuring Charges ($000) 1,400
Termination Fee ($000) NA  
Exchange Ratio
(Common For Common)
1.6000  
         
Consideration Breakout
Cash ($M)   0
Common Stock ($M)   73.3
Common Shares Issued   6,226,722
Preferred Stock ($M)   0
Preferred Shares Issued   0
Debt ($M)   0
Other ($M)   0

Deal Advisers

Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer Yes DD&F Consulting Group
Sandler O'Neill & Partners LP
 
Seller Yes Sheshunoff & Co.
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes Balch & Bingham LLP
Haskell Slaughter Young
 
Seller Yes Coleman Talley LLP

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