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First Landmark Bank and Midtown Bank Agree to Merge

For Immediate Release: FIRST LANDMARK BANK and MIDTOWN BANK & TRUST COMPANY AGREE TO MERGE

MARIETTA AND ATLANTA, Georgia (April 28, 2014)-First Landmark Bank and Midtown Bank & Trust Company jointly announced today their definitive agreement to combine their companies in a Merger of Equals transaction and operate their banks under the trade names: First Landmark Bank, Midtown Bank, and Bank of Sandy Springs.  The combination will create the tenth largest community bank by assets headquartered in the Atlanta MSA.

Upon closing of the merger, Midtown Bank President and CEO R. Stanley Kryder will serve as President and CEO of the combined bank and First Landmark President and CEO Terrence Y. DeWitt, will serve as its Executive Vice President and Chief Financial Officer.

“On behalf of the directors of both banks I am pleased to announce this strategic combination of similar banking organizations”, said Stan Kryder, President and CEO of Midtown Bank. “Our two companies operate as true community banks serving the markets of Marietta/Cobb County, Midtown and Sandy Springs. We are both locally owned and operated, and we are committed to the long term growth and prosperity of our communities. We believe that our shared values and traditions will make this partnership work for the employees, customers and communities we serve, and we are confident that this transaction will measurably enhance shareholder value. Blending the talented management and staff of both banks, as well as the financial resources of our two companies, clearly positions us as one of Atlanta’s leading community banks. After the merger, customers of both banks will continue to receive the personal, friendly service from the bank staff they have come to know and trust.”   

“We expect that this merger will foster the growth of a vibrant community banking system that is important to the local economy, small businesses and to the households we serve,” said Terry DeWitt, President and CEO of First Landmark Bank. “Combining two culturally-compatible organizations in neighboring markets provides many benefits to our clients and employees, including enhanced convenience both in banking products and locations. We have spent a tremendous amount of time evaluating the cultures of our two banks and the merits of this transaction, and we believe this combination creates  a strong franchise with substantial prospects for future growth.”

Under the terms of the merger, First Landmark will be the acquiring institution and surviving charter. First Landmark’s shareholders will own 52.25% and Midtown Bank’s shareholders will own 47.75% of the combined institution’s stock. The board of directors will consist of six members from First Landmark and five members from Midtown Bank.  Ronald H. Francis will serve as Chairman of the Board and Joseph D. Chipman will serve as Vice Chairman. The merger agreement was unanimously approved by the board of directors of each bank. The merger is expected to close during the third quarter of 2014, subject to shareholder and regulatory approval and other customary closing conditions.

As of March 31, 2014 Midtown Bank had 48 employees and approximately $200 million in assets, loans of $133 million, deposits of $159 million and equity of $20.4 million.  First Landmark had 30 employees and approximately $211 million in assets, loans of $131 million, deposits of $176 million and equity of $23.8 million. On a pro forma basis, the combined company will have approximately $411 million in assets and will operate 3 branches at the following locations: 307 N. Marietta Parkway, Marietta, GA, 712 West Peachtree Street, Atlanta, GA, and 6000 Sandy Springs Circle, Sandy Springs, GA.

During the merger discussions and negotiations, financial advisor Paces Battle Group and legal counsel Bryan Cave, LLP advised Midtown Bank. Financial advisor Sandler O’Neill + Partners, L.P. and legal counsel Miller & Martin, PLLC advised First Landmark Bank.

For answers to frequently asked questions regarding this merger announcement, click here.

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A Special Message to Midtown Bank and First Landmark Bank Shareholders:   

Midtown Bank and First Landmark Bank will mail to each of their respective shareholders a joint proxy statement and offering circular relating to the respective special meeting of shareholders to vote upon the merger. Shareholders are advised to read the joint proxy statement and offering circular carefully because it will contain important information about Midtown, First Landmark and the proposed merger. Among other information, the joint proxy statement and offering circular will contain the terms of the merger agreement, the shareholder meeting dates and voting instructions.  Other questions may be addressed to (MIDTOWN BANK) info@midtownbank.com or (FIRST LANDMARK BANK)  info@firstlandmarkbank.com or Email or to Renee White, Investor Relations, First Landmark Bank, P. O. Box 5138, Marietta GA 30061 or 770.799.5660.