TALLADEGA, Ala. and FORT PAYNE, Ala., Dec. 10, 2025 /PRNewswire/ -- Talladega-based FirstBanc of Alabama, Inc. ("FBAI"), parent company of First Bank of Alabama, and Fort Payne-based FBDC Financial Corporation ("FBDC"), parent company of First Fidelity Bank, announced today the signing of a definitive agreement whereby FBDC will be merged with and into FBAI; additionally, First Fidelity Bank will be merged with and into First Bank of Alabama as part of the transaction. FBAI will pay $20.5 million in the aggregate, or $52.56 per FBDC share, with 60% of the purchase price to be paid in FBAI common stock and 40% to be paid in cash. Legacy FBAI shareholders will own approximately 90% of the combined company and legacy FBDC shareholders will own roughly 10%. In connection with the transaction, one director of FBDC will join the boards of FBAI and First Bank of Alabama.

After adding First Fidelity Bank's locations in Fort Payne, Ider, Rainsville, and Mentone, AL, First Bank of Alabama will have total assets of approximately $1.3 billion and will operate 18 full-service locations across the State of Alabama.

Chad Jones, President and CEO of First Bank of Alabama, commented, "We could not be more excited to partner with First Fidelity Bank. This combination furthers our goal of being a strong, vibrant community bank in the state of Alabama and expands our footprint in East Central Alabama. We look forward to serving First Fidelity's markets in northeast Alabama and to welcoming its shareholders, employees and customers into the First Bank of Alabama family."

Steve Eberhart, President and CEO of First Fidelity Bank, added, "We are thrilled to join together with First Bank of Alabama. We have a 60-year history of serving our communities in Dekalb County and surrounding areas and know that our partnership with First Bank of Alabama will continue that legacy of service. We believe this transaction will be beneficial to our shareholders, employees and customers."

The transaction has been unanimously approved by the Board of Directors of both institutions but remains subject to customary conditions, including the approval of FBDC's shareholders and the receipt of required regulatory approvals. The transaction is expected to close no later than the second quarter of 2026.

Olsen Palmer LLC served as First Bank of Alabama's financial advisor while Compton Jones Dresher LLP served as legal advisor. First Fidelity Bank was served by Performance Trust Capital Partners, LLC as financial advisor and by Jones Walker LLP as legal advisor.

About First Bank of Alabama

First Bank of Alabama, based in Talladega, AL, is the banking subsidiary of FirstBanc of Alabama, Inc., and a full-service community bank with approximately $1.1 billion in total assets. Formed in 1848, First Bank of Alabama is the oldest continuously operated bank in the state of Alabama and operates offices in Talladega, Wedowee, Sylacauga, Oxford, Ranburne, Lincoln, Roanoke, Munford, Heflin, Clanton, Woodland, Ashland, Anniston, Childersburg and Jacksonville, AL. For more information, please visit www.fbal.bank.

About First Fidelity Bank

First Fidelity Bank is an exclusive community bank serving citizens of DeKalb County and surrounding communities in Northeast Alabama. Organized in 1965, First Fidelity Bank has offices in Fort Payne, Rainsville, & Ider, Alabama and has a drive-up ATM facility in Mentone, AL. First Fidelity Bank is a wholly-owned subsidiary of FBDC Financial Corp. with approximately $162 million in total assets. First Fidelity Bank promotes thrift and home ownership through offering competitive FDIC-insured deposit products and responsible home loan programs tailored to meet the needs of its customers and offers a wide range of deposit and loan products for small businesses. For more information, please visit www.bankffb.com.

Our History: First Fidelity Bank is an exclusive community bank serving citizens of DeKalb and surrounding Counties in Northeast Alabama. Organized in 1965, the institution began operations as a Federal Savings and Loan Association, operating under the name of First Federal Savings and Loan Association of DeKalb County, with the primary mission of promoting thrift and home ownership. With sweeping changes in the financial services industry in the early 80's the institution converted to a stock form of ownership and changed its name to "First Federal Bank." In 1999, FDBC Financial Corp., a single bank holding company, was formed with headquarters in Fort Payne, Alabama. First Federal Bank became a wholly owned subsidiary of FBDC Financial Corp. and remained locally owned and operated. In July of 2014, First Federal Bank converted to a State of Alabama commercial bank charter, under the name of First Fidelity Bank. The charter change provided First Fidelity Bank with the ability to facilitate enhanced operations and provide the framework for offering a wider range of banking products and services to our individual consumers and businesses.

First Fidelity Bank remains locally owned and operated and is committed to providing prompt, friendly, and courteous customer service with an emphasis on strong customer relationships and a high level of community involvement. As a community bank, our employees live in the communities we serve, and therefore, we feel they have a better understanding of the needs of our customers. First Fidelity Bank offers a wide variety of FDIC insured deposit products as well as a wide variety of loan products to individuals and businesses in the communities we serve.

Cautionary Note Regarding Forward-Looking Statements

This communication contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 related to, among other things, FBAI's strategy, plans, beliefs, goals, intentions, and expectations regarding the proposed transaction; its ability to achieve its financial and other strategic goals; the expected timing of completion of the proposed transaction; the expected cost savings, synergies and other anticipated benefits from the proposed transaction; and other statements that are not historical facts. Forward- looking statements typically contain words such as "anticipate," "believe," "potential," "will," "estimate," "plans," "approximately," "opportunity," "expect," "position," "pro forma," "proposed," "intend" or similar expressions. Forward-looking statements involve certain important risks, uncertainties and other factors, any of which could cause actual results to differ materially from those in such statements. FBAI can give no assurance that any goal or plan or expectation set forth in forward-looking statements can be achieved and readers are cautioned not to place undue reliance on such statements. Forward-looking statements speak only as of the date they are made and are based on information available at the time. Except to the extent required by applicable law or regulation, FBAI does not intend, and assumes no obligation, to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events or circumstances.

Annualized, pro forma, projected, and estimated numbers if used are for illustrative purposes only, are not forecasts and may not reflect actual results. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

Important Additional Information and Where to Find It

FBAI expects that its issuance of shares shall occur in a transaction exempt from registration under the Securities Act of 1933, as amended, and Alabama securities laws by virtue of the fact that shares will only be issued to residents of the State of Alabama. FBAI does not intend to file with the SEC a Registration Statement to register the shares of FBAI common stock to be issue to the shareholders of FBDC in connection with the proposed transaction. Any shares issued will be subject to applicable laws regarding, and in some cases contractual restrictions on, further transfer, at least for a period of time. FBDC expects to issue a proxy statement and FBAI and FBDC will issue an offering memorandum which will be sent to FBDC shareholders of record in connection with the proposed transaction.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND OFFERING MEMORANDUM AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT AND/OR OFFERING MEMORANDUM, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY, WHEN THEY ARE AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FBAI, FBDC AND THE PROPOSED TRANSACTION.

No Offer or Solicitation

This communication is for informational purposes only and is not intended to and does not constitute an offer to subscribe for, buy or sell, or the solicitation of an offer to subscribe for, buy or sell, or an invitation to subscribe for, buy or sell any securities or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, invitation, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except in accordance with applicable law.

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SOURCE First Bank of Alabama