THE SELMA TIMES-JOURNAL

Peoples Bank & Trust and BancTrust officials cleared the way Thursday for a merger, following a meeting of the shareholders in Selma. The merger would make the company one of the top five largest publicly traded banks headquartered in Alabama.

Representatives from BancTrust Financial Group were in town for the meeting, after approving the merger in an earlier morning meeting in Mobile where the terms were approved.

Officials at Peoples Bank were excited about the deal, which makes both companies stronger and increases market share.

At the conclusion of this transaction, BancTrust is expected to be one of the five largest publicly traded bank holding companies headquartered in Alabama, with 54 locations offering general banking and trust services in Alabama and Florida and approximately $2.3 billion in assets.

Currently, BancTrust Financial Group, Inc. is a bank holding company with 21 offices operating under the name BankTrust in eight counties in the southern half of Alabama and 10 offices throughout northwest Florida.

Peoples Bank & Trust Co. has 23 offices in 10 counties in south central Alabama and has more than $900 million in assets.

Its former Selma chief executive officer, who initiated the merger with BancTrust, said he felt good about it.

“I’m optimistic the board has negotiated a deal that’s good for the shareholders and good for the bank,” said Richard Morthland, former CEO.

W. Bibb Lamar Jr., president and chief executive officer of BancTrust Financial Group, and Ted Henry, chairman of The Peoples BancTrust Company, Inc., announced shareholder approval of “an Agreement and Plan of Merger” providing for the merger of Peoples into BancTrust, with BancTrust as the surviving corporation.

In addition, BancTrust has obtained a credit facility to fund the $38 million cash portion of the merger consideration on terms previously announced.

Although there are certain routine contingencies, which still must be satisfied prior to the completion of the merger, BancTrust and Peoples expect those contingencies to be satisfied and that the merger will be completed on Oct. 15, 2007, according to a news release.

Assuming an Oct. 15, 2007, completion date, BancTrust will pay Peoples’ shareholders $6.375 in cash plus 1.0614 shares of BancTrust common stock for each share of Peoples common stock.