Business Services Industry

Alabama National BanCorporation Announces Acquisition of Florida Choice Bankshares, Inc. of Greater Orlando; Conference Call Scheduled

Business Wire, Oct 27, 2005

BIRMINGHAM, Ala. -- Alabama National BanCorporation (NASDAQ/NMS: ALAB) ("ANB"), headquartered in Birmingham, Alabama, and Florida Choice Bankshares, Inc., headquartered in Mt. Dora, Florida ("Florida Choice"), today announced the signing of a definitive agreement providing for the acquisition of Florida Choice by ANB. Under the agreement, Florida Choice will be merged with and into ANB, and Florida Choice's bank subsidiary, Florida Choice Bank, will become a wholly owned subsidiary of ANB. Following the acquisition, Florida Choice Bank will continue to operate under its existing name, management, and board of directors. The acquisition is subject to regulatory approval, Florida Choice shareholder approval, and certain other conditions. ANB expects the transaction to close sometime in the first quarter of 2006.

John H. Holcomb, III, Chairman of the Board and CEO of ANB, and Kenneth E. LaRoe, CEO of Florida Choice, jointly announced the agreement.

"We are very pleased to have Florida Choice Bank join our organization. Its history of excellent service and community banking in greater Orlando has allowed it to grow to over $325 million in assets. At the same time, it has maintained excellent asset quality and profitability. Its management, employees, and board of directors will be a great addition to Alabama National BanCorporation," Holcomb stated.

"Florida Choice's merger with Alabama National brings together two quality institutions with very similar corporate values," said LaRoe. "ANB's philosophy of local decision-making makes it an excellent partner for Florida Choice. We will continue to grow our franchise in the greater Orlando and Ocala markets. We also look forward to further serving our customers' needs with expanded products and services available to us with Alabama National."

Florida Choice had total assets of approximately $325 million and shareholders' equity of approximately $39 million at September 30, 2005. Founded in 1999, it serves its customer base through six offices located in Mt. Dora, Orlando, Longwood, Ocala, Clermont, and Leesburg, Florida. Offices in Maitland and Altamonte Springs are scheduled to open in the first half of 2006.

ANB is a bank holding company operating 85 banking locations through ten bank subsidiaries in Alabama, Florida and Georgia. Alabama subsidiaries include: First American Bank in north central Alabama; Bank of Dadeville; and Alabama Exchange Bank in Tuskegee. Florida subsidiaries are: First Gulf Bank, N.A., in Escambia County, Florida and Baldwin County, AL; Community Bank of Naples, N.A.; Millennium Bank in Gainesville; Public Bank in metropolitan Orlando; CypressCoquina Bank in Ormond Beach; and Indian River National Bank in Vero Beach. ANB has one subsidiary in Georgia, Georgia State Bank in metropolitan Atlanta. ANB provides full banking services to individuals and businesses. Brokerage services are provided to customers through First American Bank's wholly owned subsidiary, NBC Securities, Inc. Investments are not bank guaranteed, not FDIC insured and may lose value. Insurance services are provided through ANB Insurance Services, Inc., a wholly owned subsidiary of First American Bank.

Alabama National BanCorporation common stock is traded on the NASDAQ National Market System under the symbol "ALAB."

Under the terms of the agreement, ANB will issue approximately 1.5 million total ANB common shares and share equivalents plus $5.12 million in cash to Florida Choice shareholders. Florida Choice shareholders who do not elect all cash will receive approximately 0.6079 ANB common shares for each Florida Choice share converted into ANB common stock. In addition, ANB anticipates paying cash equal to the intrinsic value of Florida Choice options in return for the termination of at least 90% of Florida Choice's outstanding options. The total consideration is approximately $110 million at current market prices. Based upon ANB's current expectations for Florida Choice's profitability, its ability to achieve certain designated cost savings, and its current expectations for ANB's profitability, ANB management estimates that the acquisition of Florida Choice will be approximately neutral to cash earnings per share and approximately 1-2% dilutive to GAAP earnings per share in the first year after closing. Expectations for years two and three are that the acquisition will be cash and GAAP accretive in both years.

Alabama National will discuss this acquisition in a conference call, scheduled for 8:30 a.m. central time Friday, October 28, 2005. For live interactive access to the teleconference, please dial 800-938-1464 at 8:30 a.m. Central Time on October 28. A telephonic replay will be available through November 28 by dialing 800-642-1687 and entering Conference ID number 1878595.

A listen-only simulcast and replay of Alabama National's conference call will be available on-line at the following Internet links:

www.alabamanational.com (under "In The News")

or

www.viavid.net/dce.aspx?sid=0000299E,


 

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