BRADENTON, Fla. and ST. LOUIS, Aug. 3 /PRNewswire-FirstCall/ -- CoastFinancial Holdings, Inc. (Nasdaq: CFHI), a bank holding companyheadquartered in Bradenton, Florida, and First Banks, Inc. ("First Banks"),a bank holding company headquartered in St. Louis, Missouri, jointlyannounce the signing of an Agreement and Plan of Merger providing for FirstBanks to acquire Coast Financial Holdings, Inc., a Florida bank holdingcompany ("CFHI"), and its wholly owned banking subsidiary, Coast Bank ofFlorida, a Florida state chartered bank (collectively, "Coast"). Coastoperates 20 banking offices in Florida's Manatee, Pinellas, Hillsboroughand Pasco counties. Coast also has two planned de novo branch offices, onelocated in the Pinellas County community of Clearwater, and the otherlocated in Sarasota County. Under the terms of the Agreement and Plan of Merger, each outstandingshare of Coast's common stock will be converted into and will represent theright to receive an amount equal to $22,130,793.80 divided by the number ofshares of Coast's common stock outstanding, or approximately $3.40 in cash,without interest thereon. This price is subject to adjustment if, on orabout the date that the transaction closes each of the following conditionsexist: (a) Coast's allowance for loan and lease losses plus its tangibleequity is less than 75% of Coast's non-performing loans and leases plusother real estate owned (such difference is referred to as the"Deficiency"), and (b) the Deficiency is greater than $1 million. If eachof the above conditions exists on or about the date that the transactioncloses, then the $22,130,793.80 will be reduced to the nearest $500,000increment, upward or downward, to the full amount of the Deficiency and theper share merger price will be reduced accordingly. The transaction, which is subject to regulatory and shareholderapprovals and certain closing conditions, is expected to be completedduring the fourth quarter of 2007. The proposed transaction will besubmitted to Coast's stockholders for their consideration at a specialmeeting, subject to the mailing of a definitive proxy statement. Managementof First Banks and Coast expect a smooth transition in this process. First Banks is one of the largest privately held bank holding companiesin the United States with nearly $10.5 billion in assets at June 30, 2007.First Banks operates 197 offices throughout Missouri, Illinois, Texas andCalifornia and employs nearly 2,700 employees. Terrance M. McCarthy, President and Chief Executive Officer of FirstBanks, said, "This is a unique opportunity for First Banks to establish animmediate and solid foundation on the central west coast of Florida with astrong customer base and branch presence. With the acquisition of ninebanking locations within Manatee County alone, and another 11 in and aroundthe Tampa/Pinellas market area, this transaction will establish a solidframework for further strategic growth opportunities in this vibrant area." CFHI Chairman James K. Toomey stated, "We have had discussions withFirst Banks for some time now, and through these discussions we have cometo know the organization as one of high integrity, high standards and acommitment to excellence." Mr. Toomey continued, "We believe our proposedalignment with First Banks is a solid decision which serves the bestinterest of Coast Bank customers, employees, CFHI shareholders and thecommunities we serve." Mr. McCarthy added, "We believe Coast Bank customers will benefit notonly from the financial strength First Banks brings to the organization,but also through a more extensive line of products and services. Combiningthe strengths of our product lines and a commitment to provide superiorcustomer service, which mirrors the highly-regarded community bank culturealready established at Coast Bank, we are confident customers will benefitgreatly from this alignment." Mr. McCarthy elaborated, "First Banks willcontinue to focus on the strong retail banking business of Coast while alsoexpanding the commercial segment of the business, providing commercialloans and other financial services to small to mid-sized businesses in theTampa Bay region and Manatee County." Anne V. Lee, Coast Acting President and Chief Executive Officer alsosees significant benefit for Coast Bank customers. "First Banks has a verydiverse and broad product line, offering many products we have not been ina position to offer, including trust, brokerage and investment management."Ms. Lee continued, "Having these products and many other new servicesavailable will further enhance the convenience of banking with us." Coast Bank customers can expect a smooth transition, according to Mr.Toomey. "First Banks is well known in the financial services industry formerger and acquisition expertise, having successfully acquired 26 banks, aninsurance brokerage agency, an insurance premium financing company and aloan origination business in the last ten years." "All of these transactions were completed in a very timely fashion,"Mr. Toomey added. Steven F. Schepman, Executive Vice President and Director of CorporateDevelopment and Business Segments, said, "Expanding into Florida has been apart of First Banks' long-term strategic plan and Coast represents anopportunity for us to establish ourselves in this desirable market. Thepeople at Coast have done an excellent job of building a good depositfranchise and foundation from which First Banks can build in Florida, inmuch the same way we have done with our entry into Texas in 1994,California in 1995 and then our significant expansion in Chicago in 2004.Throughout the history of First Banks, we have successfully entered newmarkets in major metropolitan areas as well as smaller communities anddemonstrated our ability to grow the franchise while developing long-termpartnerships in the communities we serve. It is an exciting moment in ourhistory as our bank enters a fifth state and we expand our footprint whichwill provide further opportunities for growth and delivery of our fullrange of financial services." At June 30, 2007, First Banks reported assets of $10.48 billion, loans,net of unearned discount, of $7.99 billion, deposits of $8.75 billion andstockholders' equity of $832.3 million. At March 31, 2007, Coast reported assets of $834.1 million, loans, netof unearned discount, of $593.8 million, deposits of $742.4 million andstockholders' equity of $55.0 million. Coast anticipates announcing itssecond quarter results by August 9, 2007. Coast was advised by Sandler O'Neill & Partners, LP, in the transactionand legal counsel was provided by Carlton Fields, P.A. Thompson Coburn, LLPserved as legal counsel to First Banks. In connection with the proposed transaction, Coast will promptly filewith the Securities and Exchange Commission (the "Commission") a CurrentReport on Form 8-K, which will include the merger agreement and relateddocuments, and will also file with the Commission in the near future aproxy statement. STOCKHOLDERS OF COAST ARE ENCOURAGED TO READ THE PROXYSTATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE COMMISSION WHENTHEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUTTHE PROPOSED MERGER. The proxy statement will be sent to stockholders ofCoast in connection with the Coast's solicitation of their adoption of themerger agreement between Coast and First Banks. Once filed, investors andstockholders will be able to obtain a free copy of that document and otherdocuments filed by Coast with the Commission at the Commission's websitelocated at http://www.sec.gov. In addition, after it is filed, the proxy statementalso will be available from Coast by contacting Coast Financial Holdings,Inc, 1301 - 6th Avenue, Suite 300, Bradenton, Florida 34205 Attention:Justin D. Locke, Secretary (941) 752-5900 or by visiting the CFHI websiteat http://www.coastbankflorida.com. This press release is neither a solicitationof a proxy, nor an offer to purchase nor a solicitation of an offer to sellshares of Coast. Coast is not currently engaged in a solicitation of proxies of thesecurity holders of Coast. However, once a solicitation commences, thedirectors, executive officers, and certain other members of management ofCoast may be soliciting proxies in favor of the transaction from Coast'sstockholders. For information regarding about these directors, executiveofficers, and other members of management, please refer to Coast's AnnualReport on Form 10-K/A filed on May 1, 2007, which is available at Coast'swebsite and on the Commission's website, and at the address provided in thepreceding paragraph. About First Banks, Inc.: First Banks, headquartered in St. Louis, Missouri, is one of thelargest privately held bank holding companies in the United States withnearly $10.5 billion in assets at June 30, 2007. First Banks, through itswholly owned subsidiary, First Bank, offers telephone and internet banking,debit cards, brokerage services, employee benefit and commercial andpersonal insurance services, remote deposit, automated teller machines,safe deposit boxes, mortgage banking, and trust, private banking andinstitutional money management services. In addition to a broad array ofdeposit products, including packaged accounts for more affluent customers,and sweep accounts, lock-box deposits and cash management products forcommercial customers, First Banks also offers a broad menu of loanproducts, including commercial, financial and agricultural loans, realestate construction and development loans, commercial real estate loans,small business lending, asset-based loans, trade financing, insurancepremium financing, residential real estate, home equity and installmentloans. About Coast Financial Holdings, Inc.: Coast Financial Holdings, Inc. through its banking subsidiary, CoastBank of Florida (http://www.coastfl.com), operates 20 full-service bankinglocations in Manatee, Pinellas, Hillsborough and Pasco counties, Florida.Coast Bank of Florida is a commercial bank that provides full-servicebanking operations to its customers from its headquarters location and frombranch offices in Bradenton, Longboat Key, Seminole, Dunedin, Clearwater,Kenneth City, Brandon, St. Petersburg, Lutz, Largo and Pinellas Park. This press release and other statements made or to be made by FirstBanks' or Coast's management may contain forward-looking statements withinthe meaning of the Private Securities Litigation Reform Act regarding thecompanies, the proposed merger and the effects of the proposed merger onthe companies. These statements include, but are not limited to, statementsrelating to projections and estimates of earnings, revenues, cost-savings,expenses, or other financial items; statements of management's plans,strategies, and objectives for future operations, and management'sexpectations as to future performance and operations and the time by whichobjectives will be achieved; statements concerning proposed new productsand services; and statements regarding future economic, industry, or marketconditions or performance. Forward-looking statements are typicallyidentified by words or phrases such as "believe," "expect," "anticipate,""project," and conditional verbs such as "may," "could," and "would," andother similar expressions or verbs. Such forward-looking statements reflectmanagement's current expectations, beliefs, estimates, and projectionsregarding either of the companies, their industry and future events, andare based upon certain assumptions made by their respective managementteams. These forward-looking statements are not guarantees of futureperformance and necessarily are subject to risks, uncertainties, and otherfactors (many of which are outside the control of the companies that couldcause actual results to differ materially from those anticipated. Theserisks, uncertainties, and other factors include, among others: changes ingeneral economic or business conditions, either nationally or in the statesin which each of the companies conduct operations, changes in the interestrate environment, changes in the regulatory environment, and other risksdescribed in First Banks' Form 10-K for the fiscal year ended December 31,2006 and Coast's Form 10-K for the year ended December 31, 2006, and asdescribed from time to time by Coast or First Banks in other reports filedby them with the Commission. With respect to the proposed merger,additional risks include, but are not limited to, the following factors:governmental approval of the merger may not be obtained or adverseregulatory conditions may be imposed in connection with governmentalapprovals of the merger; the stockholders of Coast may fail to provide therequired approval to consummate the merger. Any forward-looking statement speaks only to the date on which thestatement is made, and the companies disclaim any obligation to update anyforward-looking statement, whether as a result of new information, futureevents or otherwise. If the companies do update any forward-lookingstatements, no inference should be drawn that the companies will makeadditional updates with respect to that statement or any otherforward-looking statements. Contacts: Terrance M. McCarthy Tramm Hudson First Banks, Inc. Coast Financial Holdings, Inc. President and Chief Executive Officer Special Advisor 314/592-5000 941/993-5902 Steven F. Schepman Anne V. Lee First Banks, Inc. Coast Financial Holdings, Inc. Executive Vice President and Director Chief Executive Officer of Acting President and Corporate 941/752-5900 Development and Business Segments 314/592-5000
