Fifth Third Expands Southeastern Footprint with Acquisition

Fifth Third Bancorp (NASDAQ: FITB) and First Charter Corporation (FCTR) have signed a definitive agreement under which Fifth Third will acquire Charlotte-based First Charter, which operates 57 branches in North Carolina and 2 in suburban Atlanta. This combination provides Fifth Third Bank an entrance into the thriving Charlotte metropolitan market, and adds to its small presence in Georgia, which it would acquire with its pending R-G Crown Bank transaction announced in May.

Terms of the agreement call for Fifth Third Bancorp to pay $31.00 per First Charter share, or $1.09 billion. Consideration would be paid in the form of 70% Fifth Third common stock and 30% cash.

"This furthers our penetration into fast-growing Southeastern metropolitan markets at a reasonable price," said Kevin Kabat, President and CEO of Fifth Third Bancorp. "The addition of First Charter provides us with an entry into the attractive North Carolina market and further diversifies our footprint into new, higher growth markets. First Charter is a very high-quality company, with a banking model that emphasizes the strength of local decision-making. This fits perfectly with our affiliate model, and I’m excited to welcome First Charter associates to our team."

Bob James, President and Chief Executive Officer of First Charter, noted, "We are very pleased to have chosen Fifth Third as our strategic partner. Given their commitment to customer service and integration capabilities, we expect a seamless transition for our customers." James also noted, "First Charter customers will benefit significantly from the transaction by becoming part of a financial organization which offers a variety of additional products and services. We believe this combination is a great result for our shareholders, customers and employees, and look forward to becoming part of the Fifth Third team." James will join Fifth Third as President of the Charlotte affiliate.

With the acquisition of First Charter, Fifth Third Bank will add approximately $4.9 billion in assets and $3.2 billion in deposits. In the Charlotte MSA, Fifth Third will have $2.2 billion in deposits, giving it a 4th FDIC deposit market share, and in Atlanta, Fifth Third adds $366 million in deposits. Fifth Third also gains significant shares in smaller urban markets in the Charlotte region. Fifth Third will have 57 retail locations and 134 ATMs in North Carolina, as well as 5 retail locations and 6 ATMs in Georgia including R-G Crown locations.