FOR IMMEDIATE RELEASE
Hoschton, GA (August 8, 2011) —Hamilton State Bancshares, Inc. (the “Company”) today announced that it has commenced a tender offer to purchase up to 641,285 shares of its common stock at a cash price of $6.50 per share (the “Tender Offer”). The Tender Offer, proration period and withdrawal rights will expire at 5:00 p.m., Eastern time, on Tuesday, September 6, 2011, unless the tender offer is extended or withdrawn in the Company’s discretion (such date, as it may be extended, the “Expiration Time”). The Company will purchase all shares properly tendered and not properly withdrawn, on the terms and subject to the conditions of the Tender Offer, including the proration provisions. Shares not purchased in the Tender Offer will be returned to the tendering shareholders promptly after the Expiration Time. The Tender Offer is not conditioned on any minimum number of shares being tendered but is subject to certain other conditions set forth in the Offer to Purchase, dated August 8, 2011, which has been mailed to shareholders. Changes or updates with respect to the Company and the Tender Offer, including any extension, amendment or termination of the Tender Offer, will be posted on the Company’s website at www.hamiltonstatebank.com
The Company’s board of directors has authorized the Tender Offer; however, neither the Company nor its board of directors have made or are making any recommendation to shareholders as to whether they should tender or refrain from tendering their shares. Shareholders must decide for themselves how many shares to tender, if any. Shareholders should consult with their tax and financial advisors before making this decision.
Shareholders with questions concerning the Tender Offer may contact Registrar and Transfer Company, the Information Agent and Depositary in connection with the Tender Offer, at 1-800-368-5948.
This press release is not an offer to purchase securities in any state or jurisdiction in which such offer would be unlawful prior to registration or qualification under the securities law of any such state or other jurisdiction. The Tender Offer is only made pursuant to the terms of the Offer to Purchase, dated August 8, 2011.
Media Contacts: Robert C. Oliver, Chief Executive Officer, and
Michael E. Ricketson, EVP and Chief Financial Officer
(770) 868-2660 – Company main line
The Company is a Georgia corporation and a registered bank holding company. The Bank is a Georgia state bank and was established and commenced operations on September 20, 2004. Through the Bank, the Company specializes in providing commercial banking services to small to medium-sized businesses in north Georgia. The Company operates six full service branches: Braselton, Gainesville, Oakwood, Jefferson, Hoschton and Cumming, serving the four-county area of Jackson, Hall, Forsyth and Barrow counties. The Bank conducts a full range of banking services from its branch locations, including: commercial, real estate and consumer lending; deposit products; cash management services; and personal, business and online banking services. For more information, please visit www.hamiltonstatebank.com.
This press release contains certain forward-looking statements. These forward-looking statements may be identified by words such as “believes,” “expects,” “anticipates,” “projects,” “intends,” “should,” “seeks,” “estimates,” “future” or similar expressions or by discussion of, among other things, strategy, goals, plans or intentions. Various factors may cause actual results to differ materially in the future from those reflected in forward-looking statements contained in this press release, including among others: (1) developments in financial market and economic conditions; (2) delay or inability in obtaining regulatory approvals; and (3) legislative and regulatory developments; and (4) litigation.