First Bancorp (NasdaqGS:FBNC) entered into a definitive merger agreement to acquire Select Bancorp, Inc. (NasdaqGM:SLCT) for approximately $310 million on June 1, 2021. Under the terms of the transaction, each share of Select's common stock will be converted into the right to receive 0.408 share of FBNC common stock and each outstanding and unexercised option to purchase shares of Select's common stock, whether or not previously vested, will be cancelled in exchange for a cash payment of $18 minus the exercise price for each share of Select common stock subject to such stock option. After the transaction, First Bancorp will hold 80% stake and Select Bancorp will hold 20% stake in combined entity. Under the agreement, First BanCorp. will be the surviving entity. Select Bancorp. will merge with and into First BanCorp. and Select Bank & Trust Company, a wholly owned subsidiary of Select, Bancorp, Inc. will merge with and into First Bank, a wholly owned subsidiary of First Bancorp. The transaction may be terminated in certain circumstances. Upon termination of the merger agreement under certain circumstances, Select will be required to pay First Bancorp a termination fee of $11.5 million.

At the closing of the merger, two members of Select's current board of Directors will join the boards of Directors of FBNC and First Bank. Select Bank team will be joining First Bank. All employees of Select Bancorp entities immediately prior to the effective time and whose employment is not terminated, if any, at or prior to the effective time shall, become employees of First Bancorp or First Bank, as applicable. In connection with entering into the merger agreement, each of the Directors and executive officers of Select has entered into a support agreement. The transaction is subject to the required approval of Select's shareholders and FBNC's shareholders, requisite regulatory approvals, listing of consideration shares of First Bancorp, each executive officer and Director of Select Bancorp shall have executed and delivered to First Bancorp a support agreement, effectiveness of the registration statement to be filed by FBNC with respect to the FBNC common stock to be issued in the merger and other customary closing conditions. The Board of Directors of First Bancorp and Select Bancorp unanimously approved the transaction. The Board of Directors of First Bancorp and Select Bancorp recommended the shareholders to approve the transaction. As of September 17, 2021, the shareholders of Select Bancorp, Inc. has approved the transaction. Following the merger, Select Bank customers should continue to conduct their business with their current Select Bank branches until customer accounts are converted to First Bank's data systems, which is expected to occur in March 2022. As of October 11, 2021, First Bancorp has received all required regulatory approvals. As per the announcement on October 12, 2021, the transaction is approved by the shareholders of First Bancorp. The transaction is expected to close during the fourth quarter of 2021. As of October 11, 2021, the transaction is expected to close on October 15, 2021. The transaction is expected to earnings per share accretive. Scott Randall Anderson, Patrick J. Long and Christopher L. Kochard of Keefe, Bruyette & Woods, Inc acted as the financial advisor and Robert A. Singer of Brooks, Pierce, McLendon, Humphrey & Leonard, L.L.P. acted as the legal advisor to First Bancorp. Raymond James & Associates, Inc. acted as the financial advisor and Todd H. Eveson of Wyrick Robbins Yates & Ponton LLP acted as the legal advisor to Select Bancorp, Inc. Raymond James & Associates, Inc. will receive a fee of $3.75 million for advisory services and $0.35 million will be paid on rendering its opinion. Keefe, Bruyette, & Woods, Inc. will receive a fee of $1.625 million for advisory services and $0.25 million will be paid on rendering its opinion. Computershare Trust Company, N.A is acting as transfer agent to Select. Georgeson LLC acted as information agent to First Bancorp and Select. Select has retained Georgeson LLC to assist in the solicitation of proxies, which firm will, by agreement, receive compensation of $8,500, plus reimbursement of expenses, for these services. First Bancorp has retained Georgeson LLC to assist in the solicitation of proxies, which firm will, by agreement, receive compensation of $8,500, plus reimbursement of expenses, for these services.

First Bancorp (NasdaqGS:FBNC) completed the acquisition of Select Bancorp, Inc. (NasdaqGM:SLCT) on October 15, 2021.