e425
Filed by:
Fulton Financial Corporation
Pursuant to Rule 425 under
the
Securities Act of 1933
Subject Company: Columbia Bancorp
(Commission No. 000-24302)
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FOR IMMEDIATE RELEASE
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Contact:
Office:
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Laura J.
Wakeley 717-291-2739 |
Fulton Financial Corporation announces preliminary results of election regarding merger
consideration in acquisition of Columbia Bancorp
(January 25) Lancaster, PA Fulton Financial Corporation (Nasdaq: FULT) today
announced the preliminary results of elections made by Columbia Bancorp (Nasdaq: CBMD)
shareholders regarding the form of merger consideration to be received in the pending acquisition
of Columbia Bancorp by Fulton Financial.
Columbia Bancorp shareholders had the ability to elect to receive 100% of the merger
consideration in FFC stock, 100% in cash, or a combination of FFC stock and cash. The elections
were subject to proration to achieve a result where, at a minimum, 20% and, at a maximum, 50% of
Columbia Bancorps outstanding shares will be converted into the cash consideration. Those shares
of Columbia Bancorps stock that will be converted into FFC stock will be exchanged based on a
fixed exchange ratio of 2.325 shares of FFC stock for each share of Columbia Bancorps stock.
Those shares of Columbia Bancorp stock that will be converted into cash will receive $42.48 per
share of Columbia Bancorp stock.
Preliminary election results show that, of the 6,940,771 shares of Columbia Bancorp stock
outstanding as of January 19, 2006:
3,159,266 shares, or 45.5 percent, elected to receive cash;
2,715,578 shares, or 39.1 percent, elected to receive Fulton Financial Corporation stock;
1,065,926 shares, or 15.4 percent, did not make a valid election.
As a result of the foregoing elections, it is anticipated that persons who made valid
elections will receive the consideration they elected to receive, without proration. Shares not
subject to a valid election will be converted into cash until the total amount of cash is equal to
50% of the merger consideration and thereafter into Fulton Financial Corporation stock. The exact
merger consideration for each share of Columbia Bancorp stock, and the allocation of the merger
consideration, will be computed using the formula in the merger agreement and will be based on,
among other things, the actual number of shares of Columbia Bancorp stock outstanding immediately
prior to the closing date and the final results of the election process. A press release
announcing the final merger consideration for each share of Columbia Bancorp stock will be issued
after the final results are determined.
Fulton Financial expects to complete its acquisition of Columbia Bancorp on February 1, 2006.
Forward-looking Statements:
This news release may contain forward-looking statements about Fulton Financial Corporations
future financial performance. Forward-looking statements are encouraged by the Private Securities
Litigation Reform Act of 1995.
Such forward-looking information is based upon certain underlying assumptions, risks and
uncertainties. Because of the possibility of change in the underlying assumptions, actual results
could differ materially from these forward-looking statements. Risks and uncertainties that may
affect future results include: pricing pressures on loans and deposits, actions of bank and
non-bank competitors, changes in local and national economic conditions, changes in regulatory
requirements, actions of the Federal Reserve Board, creditworthiness of current borrowers, the
Corporations success in merger and acquisition integration, and customers acceptance of the
Corporations products and services. Fulton Financial Corporation does not undertake any
obligation to update any forward-looking statements to reflect circumstances or events that occur
after the date on which such statements were made.
# # #
2006
Additional Information and Where to Find It: A Registration Statement on Form S-4, including a
Proxy Statement/Prospectus, has been filed with and declared effective by the SEC in connection
with the proposed transaction. Investors and security holders are urged to read the Registration
Statement and the Proxy Statement/Prospectus carefully. The Registration Statement and the Proxy
Statement/Prospectus contain important information about Fulton, Columbia Bancorp, the acquisition
of Columbia Bancorp by Fulton, the persons soliciting proxies relating to the merger, their
interests in the merger and related matters. Investors and security holders may obtain free copies
of these documents through the website maintained by the SEC at http://www.sec.gov. Free copies of
the Proxy Statement/Prospectus and these other documents may also be obtained from Fulton by
directing a request to George R. Barr, Secretary, at (717) 291-2411 or from Columbia Bancorp by
directing a request to Sibyl S. Malatras, Secretary, at (410) 423-8024.
In addition to the Registration Statement and the Proxy Statement/Prospectus, Fulton and Columbia
Bancorp file annual, quarterly and special reports, proxy statements and other information with the
SEC. You may read and copy any reports, statements or other information at the SEC public reference
room in Washington, D.C. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. Fultons and Columbia Bancorps filings with the SEC are also available to
the public from commercial document-retrieval services and at the web site maintained by the SEC at
http://www.sec.gov.