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Published on 12/31/2008 in the Prospect News Special Situations Daily.

Merger of First National, Carolina National on track to close in first quarter of 2008

By Lisa Kerner

Charlotte, N.C., Dec. 28 - The Office of the Comptroller of the Currency approved First National Bancshares, Inc.'s $59.3 million acquisition of Carolina National Corp.

The comptroller's approval was the final approval needed to close the transaction, which is slated for completion in the first quarter of 2008.

"We are very pleased that this important step in the merger process has been completed," First National president and chief executive officer Jerry L. Calvert said in a company news release. "We are looking forward to having a strong presence in the Columbia market."

The merger will provide First National with 11 full-service banking locations in South Carolina's growth markets, supported by its corporate headquarters and operations center located in Spartanburg.

As previously reported, Carolina National's shareholders may elect to receive 1.4678 shares of First National common stock, $21.65 cash, or a combination of stock and cash for each share of stock they hold. Total consideration must consist of 70% stock and 30% cash.

First National will merge Carolina National's banking subsidiary, Carolina National Bank and Trust Co., into First National's banking subsidiary, First National Bank of the South, with First National Bank of the South being the surviving bank.

First National, based in Spartanburg, S.C., was advised by Nelson Mullins Riley & Scarborough LLP and Howe Barnes Hoefer & Arnett, Inc. Carolina National was advised by Haynsworth Sinkler Boyd, PA and McColl Partners, LLC.

Carolina National is a bank holding company based in Columbia, S.C.


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