GB&T expanding into Gwinnett

GAINESVILLE -- GB&T Bancshares, Inc. has announced the signing of a definitive agreement for the merger of FNBG Bancshares, Inc., the parent company of the $115-million asset First National Bank of Gwinnett, into GB&T Bancshares, Inc. GB&T is a $1.2-billion asset financial services organization based in Gainesville, Georgia. Established in 2000, FNBG will become the seventh banking organization to join GB&T and its lead bank, Gainesville Bank & Trust.

GB&T officials cited Gwinnett County's strong residential and commercial growth and consistent ranking among the nation's fastest growing counties as being particularly attractive to GB&T. In addition, GB&T was involved with the formation of FNBG in 2000, investing in 4.9% of FNBG's stock upon formation.

Richard Hunt, President and CEO of GB&T, and Terry Evans, President and CEO of FNBG, made the announcement of the planned merger today. Under the terms of the agreement, FNBG shareholders may elect to receive either 1.38 shares of GB&T common stock, $30 in cash or a combination of cash and GB&T common stock in exchange for each of their outstanding shares of FNBG - subject to an overall cash limit of approximately $8.7 million - in a deal initially valued at approximately $27.4 million. Hunt added that the transaction is expected to be accretive to earnings within GB&T's target of 12 to 18 months from the effective date of the merger, which is expected to be completed in the first quarter of 2005. He noted that FNBG would continue to operate with its current management and board and would retain its name and local market identity.

"Terry Evans and his colleagues at FNBG are dedicated and experienced bankers and embrace GB&T's philosophy of true community banking," Hunt commented. "Now they will be able to offer an expanded array of products and services, such as trust and investment services, and experience economies of scale through the services of our company's back office operations."

Evans added, "When our management and board decided to pursue joining another banking partner, we felt the best and ideal option for our bank, our stockholders, our customers and community, was to join with the fine people of GB&T. As a longtime community banker, I can assure you that GB&T's commitment to community banking is sincere. That fact was perhaps one of the overriding determinants in our arriving at the decision to become a part of their company. We are excited about a long and beneficial relationship with GB&T."

In addition, GB&T recently completed the acquisition of two other banks, Southern Heritage Bank of Flowery Branch (GA) and Lumpkin County Bank of Dahlonega (GA), which operate as divisions of GB&T's lead bank, Gainesville Bank & Trust. Gainesville Bank & Trust has also opened a division in Athens-Clarke County (GA) to be known as Bank of Athens, a Division of Gainesville Bank & Trust.

Other banks operating under the GB&T umbrella of community banks include: Gainesville Bank & Trust (Gainesville, GA); United Bank & Trust (Polk & Bartow Counties, GA); Community Trust Bank (Paulding & Cobb Counties, GA); HomeTown Bank of Villa Rica) (Carroll and Paulding Counties, GA); and First National Bank of the South (Milledgeville and Lake Oconee, GA). Community Loan Company, a consumer finance company operating in eight communities throughout north Georgia, is also part of the organization.