Exhibit 99.2
Press Release
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Press Release
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BOSTON PRIVATE FINANCIAL HOLDINGS,
INC. (NASDAQ - BPFH)
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Company Release - 04/19/2005
07:30
Boston Private and Gibraltar Financial Announce
Definitive Agreement
BOSTON, April 19 /PRNewswire-FirstCall/ —
Boston Private Financial Holdings, Inc. (Nasdaq: BPFH) and
Gibraltar Financial Corporation (“Gibraltar”) today
announced the signing of a definitive agreement in which Boston
Private will acquire Gibraltar, the parent company of Gibraltar
Bank, FSB. This agreement marks Boston Private’s entry into
the Florida market. Gibraltar Bank has approximately $970 million
in total assets, and conducts a private banking and wealth
management business through five locations in Southeast
Florida.
Boston Private Chairman and CEO Timothy L. Vaill
said, “We regard Gibraltar as one of the premier private
banks in America with a very strong foothold in one of the
nation’s fastest growing regions. Boston Private’s
strategy is to have a major presence in the most attractive
geographic areas, and Gibraltar will join our similar platforms in
New England, California, the Pacific Northwest and New York to
bring a full range of wealth management services to successful
people, their families, and their businesses. Gibraltar’s
proven ability to develop a diversified business mix, and produce
dynamic growth with very attractive profits over a sustained time
period were compelling reasons why Boston Private approached this
blue chip firm.”
Steve Hayworth, Gibraltar’s founder, will
continue as President and Chief Executive of Gibraltar Bank, and
will also become the Chairman of Gibraltar Bank’s Board. As a
condition to the transaction, Mr. Hayworth has entered into an
employment agreement with Boston Private, the term of which will
commence when the merger is completed. Boston Private expects
Gibraltar, led by Steve Hayworth and his experienced and talented
management team, to be the centerpiece of its wealth management
strategy in the Southeastern United States. Since its inception,
Gibraltar has experienced strong and continuous growth. Over the
last five years, Gibraltar has achieved compounded annual growth
rates of 26% for total assets, 29% for total deposits, and 54% for
net income. Gibraltar has also achieved strong profitability during
this growth phase with a return on average equity (before tax) of
30.0% and return on average assets (before tax) of 1.72% for the
full year 2004.
Under the terms of the agreement, Gibraltar
common shareholders will receive an aggregate of $113 million in
cash and an aggregate of 4,255,336 shares of Boston Private common
stock, subject to certain adjustments. Based on the five-day
trading average of $23.33 for Boston Private common stock, as of
April 18th, 2005, the aggregate deal value to be received by
Gibraltar common shareholders, plus the aggregate value of
Gibraltar stock options and stock appreciation rights to be assumed
by Boston Private or paid out in connection with the merger, would
be approximately $245 million. The transaction is expected to close
in the fourth quarter of 2005. Completion of the merger is subject
to customary conditions, including the approval of
Gibraltar’s shareholders and the receipt of requisite
regulatory approvals.
Mr. Vaill noted, “Gibraltar’s proven
ability to grow ensures that this transaction is financially and
strategically compelling. Of course the Florida market has a high
cost of entry, but we believe this transaction is attractive for
many reasons. With the prospects for continued growth in the
Florida market, the opportunity to partner with one of the most
attractive wealth management players in the region made this an
easy decision for us. The transaction is expected to be accretive
within 12-18 months.”
Page 1 of 4
Press Release
Mr. Hayworth, President and CEO of Gibraltar
said, “We were fortunate to attract a very loyal investor
group which helped us get our strategy underway 10 years ago. Since
that time, our Bank has benefited from the growth and dynamic
business climate in our region. In addition, we have been extremely
fortunate to attract some of the most professional, energetic and
sophisticated private bankers and wealth managers in the Southeast.
As a team, they have contributed immensely to the strong growth and
development of the Gibraltar franchise. Over the past several
years, I have had the opportunity to get to know Tim Vaill and his
colleagues at Boston Private. We share the same passionate
commitment to exceptional client service. When it came time to
broaden our strategic reach and participate on a national scale,
while at the same time continuing our independent operations, my
colleagues and I knew that Boston Private would be the right
partner for us. We are very enthusiastic about working together
with them, both here in Florida as well as in other strategic
markets in the Southeast.”
Florida is the third fastest growing state after
California and Texas in terms of population, both on a percentage
and aggregate basis, and the Miami- Dade and Broward Counties, in
which Gibraltar currently has operations, are Flori
