BIRMINGHAM, Ala., Jan. 24 /PRNewswire-FirstCall/ -- Alabama National BanCorporation ("ANB") (Nasdaq: ALAB - News) today announced that its stockholders have voted in favor of the approval and adoption of the merger agreement among ANB, Royal Bank of Canada ("RBC") (NYSE: RY - News) and RBC Centura Banks, Inc. ("RBC Centura"), a North Carolina bank holding company and a wholly owned subsidiary of RBC, pursuant to which ANB will be merged with and into RBC Centura, with RBC Centura as the surviving corporation. As previously disclosed, the merger is expected to be completed during RBC's second fiscal quarter, which runs from February 1 through April 30, 2008, subject to the receipt of all applicable regulatory approvals, the expiration of all regulatory waiting periods, and the satisfaction of the other conditions contained in the merger agreement.ANB began mailing election forms to its stockholders on December 21, 2007, whereby stockholders may elect the form of consideration that they are to receive in the merger, subject to proration. Pursuant to the merger agreement, if the merger is completed, each issued and outstanding share of ANB common stock (excluding shares owned by RBC, RBC Centura or ANB, and excluding any dissenting shares) will be converted into the right to receive, as elected by each ANB stockholder, either (i) RBC common shares worth U.S. $80.00 or (ii) U.S. $80.00 in cash, subject to certain proration procedures designed to ensure that the aggregate consideration to be paid by RBC to all ANB stockholders will be, as nearly as practicable, 50% cash and 50% RBC common shares. The merger agreement contains a proration provision to ensure these percentages. The deadline for the receipt of properly completed election forms is 5:00 p.m., Birmingham, Alabama time, on January 31, 2008.
About ANB
ANB is a bank holding company operating 103 banking locations through ten bank subsidiaries in Alabama, Florida and Georgia. Alabama subsidiaries include: First American Bank in north central Alabama; and Alabama Exchange Bank in Tuskegee. Florida subsidiaries are: Indian River National Bank in Vero Beach; First Gulf Bank, N.A. in Escambia County, Florida and Baldwin County, Alabama; Florida Choice Bank in metropolitan Orlando and central Florida; Community Bank of Naples, N.A.; CypressCoquina Bank in Ormond Beach; and Millennium Bank in Gainesville. ANB has two subsidiaries in Georgia: Georgia State Bank and The Peachtree Bank, both in metropolitan Atlanta. ANB provides full banking services to individuals and businesses. Commercial mortgage services, including the origination of permanent commercial real estate mortgage loans for various lenders, are provided by Byars and Company, a division of First American Bank. 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.
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