Carter Bank and Trust in Martinsville, Va., is trying to fend off a hostile takeover offer for Bank Building Corp., which owns 37% of Carter's branches, by negotiating to buy the company itself.
The $2.6 billion-asset Carter announced it was in talks Friday to buy Martinsville-based Bank Building, with whom it has common management, after a group of California real estate investment trusts managed by MacKenzie Patterson Fuller LP in Moraga, Calif., offered Bank Building's stockholders $5 a share, or almost $400,000, for control of Bank Building if they sold by Dec. 21.
In a letter to its shareholders Friday, Bank Building advised them not to accept the cash tender, stating that $5 was inadequate and that MPF's own analysis estimated a liquidation value of $7.81 per share.
Bank Building was formed to build branches for several of the banks that were merged this year to become Carter Bank. Worth Carter Jr. is chief executive officer of both the Bank and Bank Building, which has no other workers.
Regulations prohibit banks from buying real estate if it is not used for banking purposes, but it is sometimes necessary to buy more property than what is required for a branch, according to Securities and Exchange Commission filings by Bank Building. But Bank Building may acquire property for Carter and lease or sell what it does not need.
At Sept. 30, Bank Building owned 46 Carter offices, plus Westlake Corner Shopping Center near Smith Mountain Lake, Va.; a Golden Corral in Raleigh, N.C.; and Blackstone Properties LLC, a subsidiary that owns another shopping center and an office complex in Roanoake, Va. The real estate has an aggregate value of $31 million.
