Frequently Asked Questions Related to the 4/28/14 Merger Announcement between First Landmark Bank and Midtown Bank & Trust Co.:
Answers to Frequently Asked Questions
Q: What, exactly, is the agreement between the two Banks?
A: A merger of equals. As in most negotiations, there are many factors considered to determine the ratios of equality, and some factors are weighted more than others. To realize the operational and regulatory efficiencies intended, in this merger only one bank charter can survive and both banks will operate under that charter in their own names in their respective markets.
Q: How are Midtown Bank and First Landmark similar or different?
A: The banks are very similar. Both are commercial banks of similar size that focus on business and professional clients and a strong commitment to their communities. Both have highly experienced and service-oriented bankers. The banks are chartered by the Georgia Department of Banking and Finance and are members of the FDIC. Midtown Bank, founded in 2003, is headquartered in Atlanta GA in the Midtown business district and will soon open a banking center in Sandy Springs as the Bank of Sandy Springs. First Landmark Bank, founded in 2007, is headquartered in Marietta GA near the downtown business district.
Q: Why merge?
A: The opportunity to combine two organizations that are as culturally and geographically aligned as these two banks makes a great deal of sense. Merging combines the assets and strong capital levels of the two organizations, growing the geographic reach of both banks and increasing the overall lending capacity. Another consideration in favor of the merger is the immense tightening of the regulatory climate and operational requirements during the past few years and the increased costs associated with them. Management of both banks expects the resulting organization to benefit from economies of scale in the areas of loan and deposit compliance and regulatory examinations, at a minimum. While the consolidated banks will continue to operate under their respective trade names, upon completion of the merger and full integration of the banks’ operating systems, bank clients will be able to transact their banking business at any of the three locations, thus expanding our capacity to serve our customers.”
Q: How will the merger impact clients?
A: Most changes resulting from the merger will be behind the scenes. Both banks currently clear banking transactions through the same data processing firm and, therefore, operational consolidation of banking systems will be simplified. Customers will receive notifications well in advance of any changes. Midtown Bank will do business under the name of Midtown Bank (technically, First Landmark Bank d/b/a Midtown Bank). Midtown Bank’s recently announced new banking center, Bank of Sandy Springs (technically, First Landmark Bank d/b/a Bank of Sandy Springs) will operate likewise. The current plan calls for the banks to continue operating in the same locations, with the same staff.
Q: What will happen to existing employees?
A: Products and service enhancements and greater capacity are the drivers of this merger, not salary and benefit expense reductions; therefore, we anticipate no change in staffing levels related to the merger. The employees of both organizations are valued for their loyalty and commitment to the organization and for their knowledge of the importance to bring convenience to customers and value to shareholders. Their experience and skills are invaluable and their customer relationships run deep, and while some changes in responsibility are sure to occur, management is committed to the diligent work required to make the transition a smooth one for employees, customers and shareholders.
Q: How will the merger affect the local communities the banks serve?
A: From their inceptions, Midtown Bank and First Landmark have had deep roots in their communities. Lending to local businesses and consumers, serving and leading in local civic, chamber and non-profit organizations, and contributing money and time in fundraising for these and others are such a big part of who we are, we do not see that changing. We are committed to continuing our roles as actively engaged community partners and business citizens.
Q: Who will manage First Landmark Bank and Midtown Bank following the merger?
A: Following the merger the President and CEO of Midtown Bank will become President and CEO of First Landmark Bank. The current First Landmark Bank President and CEO will become Executive Vice President/Chief Financial Officer of First Landmark Bank. The Chairman of the Board of Midtown Bank will join the board of First Landmark Bank as Vice Chairman. The Chairman of the Board of First Landmark Bank will remain the same. Existing, known leadership will manage the lending and bank operations in the current three banking markets, Marietta/Cobb County (First Landmark Bank), Midtown/Atlanta (Midtown Bank) and Sandy Springs (Bank of Sandy Springs). A portion of the board of directors from both banks will comprise the board of First Landmark Bank as a result of the merger.
Q: What is required for the merger to be completed?
A. The merger agreement must be approved by shareholders of both banks. The agreement was unanimously approved by the directors of each bank and is expected to close during the third quarter of 2014, subject to shareholder and regulatory approval and other customary closing conditions. Under this agreement, shareholders of Midtown Bank will exchange their stock certificates for First Landmark Bank stock certificates at a ratio that will be further detailed in the proxy statement – offering circular. We are working to complete the merger as quickly as possible and are aiming for completion in the third quarter of 2014, but due to regulatory approval and other factors beyond our control, we cannot predict the exact timing for completion.
Q: When will bank customers receive more information?
A. Following shareholder and regulatory approval, which could take 90 days or more, Midtown Bank and First Landmark Bank will communicate with their respective customers on what impact, if any, customers will experience. At a minimum, we will communicate by letter, statement inserts, statement messages, emails, e-newsletters, websites, branch signage and online banking messages to ensure customers receive timely and helpful information.
Q: Where do I get more information?
A: If you have additional questions about the merger, please contact one of the following:
First Landmark Bank:
President/CEO Terry DeWitt 770.799.5663 Email
Investor Relations – Renee White 770.799.5660 Email
President/CEO Stan Kryder 404.969.4401 Email
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First Landmark Bank Common Stock
The company stock of First Landmark Bank is not publicly traded. If you are interested in buying or selling shares of First Landmark Bank common stock, please contact the transfer agent and investor relations contact for First Landmark Bank as follows:
Renee White, Transfer Agent
First Landmark Bank
307 N. Marietta Parkway or P. O. Box 5138
Marietta, GA 30060 Marietta, GA 30061
Bank’s 2013 Audited Financial Statements Available for Shareholder Review
Shareholders, if you would like to review the Bank’s 2013 audited financial statements online, please click on the link ‘Investor Documents’ below. It is password-protected. The password is available to you in the 2014 proxy booklet mailed to you on approximately 4/8/14. Or, contact Renee White at 770.799.5660 or email to request the password.
If you are not a shareholder and desire financial information on First Landmark Bank, please visit www.fdic.gov. There you can find financial information that is made available to the general public on every Member FDIC financial institution .