The $230-million merger deal between Durham, N.C.-based CCB Financial Corp. and Security Capital Bancorp of Salisbury could crumble due to CCB's depressed stock price.
Officials of both companies, however, expressed confidence that the deal will still close.
The merger agreement contains the stipulation that Security Capital could unilaterally squelch the deal if CCB's average stock price falls below $36 a share during a 30-day period or the 10 days leading up to the closing date.
The stock, which was trading at $39.12 when the deal was announced last November, has already failed the 30-day test.
For the 30 days preceding Jan. 11, the average price of CCB stock's was $35.98. It has rebounded slightly, however, averaging $36.01 during the 30 days before Feb. 14. On Wednesday, it was trading at $36.50.
"At this point we're still proceeding with the transaction," said Pressley A. Ridgill, chief financial officer of $1.2 billion-asset Security. "It's too early to tell, but we think the reasons (for the deal) make sense. We're still really happy with them. The more important period will be the 10 days before the close."
The closing date is set for mid-May. Shareholders from both companies will be asked to vote on the deal on March 16.
Following a board of directors meeting at the end of January, David B. Jordan, Security's chief executive, released a statement that said the bank was "disappointed" with CCB's stock price but believed the decline was in line with the weakening of the market as a whole.
Security will continue to monitor the CCB stock price as well as those of its peers, he said. CCB officials said they're still comfortable with the deal and believe their stock price will continue to rise.
"We have seen in the past where this has disrupted deals," said Vernon C. Plack, bank analyst at Scott & Stringfellow in Richmond, Va. "But I have a feeling this will go through. The stock is close enough that the deal will get done. And where else will they go? I don't think they can get a better deal somewhere else."
The deal, a 2-for-1 swap of Security shares for CCB shares, would make CCB the sixth-largest bank in the state with $4.6 billion of assets and 158 branches.