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COMERICA INC Merger & Acquisition 2011

Feb 22, 2011

30676_rns_2011-02-22_a3721e02-1d30-40e4-a1b0-4068f680f256.zip

Merger & Acquisition

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Filed by Comerica Incorporated

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

of the Securities Exchange Act of 1934

Subject Company: Sterling Bancshares, Inc.

(Commission File No. 1-34768)

The following document is filed herewith pursuant to Rule 425 under the Securities Act of 1933:

• Slides presented to officers of Sterling Bancshares, Inc. on February 21, 2011

Any statements in this filing that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Words such as “anticipates,” “believes,” “feels,” “expects,” “estimates,” “seeks,” “strives,” “plans,” “intends,” “outlook,” “forecast,” “position,” “target,” “mission,” “assume,” “achievable,” “potential,” “strategy,” “goal,” “aspiration,” “outcome,” “continue,” “remain,” “maintain,” “trend,” “objective” and variations of such words and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” “may” or similar expressions, as they relate to Comerica, Sterling, the proposed transaction or the combined company following the transaction often identify forward-looking statements. These forward-looking statements are predicated on the beliefs and assumptions of management based on information known to management as of the date of this presentation and do not purport to speak as of any other date. Forward-looking statements may include descriptions of the expected benefits and costs of the transaction; forecasts of revenue, earnings or other measures of economic performance, including statements of profitability, business segments and subsidiaries; management plans relating to the transaction; the expected timing of the completion of the transaction; the ability to complete the transaction; the ability to obtain any required regulatory, shareholder or other approvals; any statements of the plans and objectives of management for future or past operations, products or services, including the execution of integration plans; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Such statements reflect the view of management as of this date with respect to future events and are subject to risks and uncertainties. Should one or more of these risks materialize or should underlying beliefs or assumptions prove incorrect, actual results could differ materially from those anticipated by the forward-looking statements or historical results. Factors that could cause or contribute to such differences include, but are not limited to, the possibility that expected benefits may not materialize in the timeframe expected or at all, or may be more costly to achieve; that the transaction may not be timely completed, if at all; that prior to the completion of the transaction or thereafter, Comerica’s and Sterling’s respective businesses may not perform as expected due to transaction-related uncertainty or other factors; that the parties are unable to successfully implement integration strategies; that required regulatory, shareholder or other approvals are not obtained or other closing conditions are not satisfied in a timely manner or at all; reputational risks and the reaction of the companies’ customers to the transaction; diversion of management time on merger-related issues; and those factors referenced in Comerica’s and Sterling’s filings with the Securities and Exchange Commission (the “SEC”). Forward-looking statements speak only as of the date they are made. Comerica and Sterling do not undertake to update forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made. For any forward-looking statements made in this presentation or in any documents, Comerica and Sterling claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

In connection with the proposed merger transaction, Comerica has filed with the SEC a Registration Statement on Form S-4 that includes a preliminary Proxy Statement of Sterling, and a preliminary Prospectus of Comerica, as well as other relevant documents concerning the proposed transaction. SHAREHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PRELIMINARY PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

A free copy of the preliminary Proxy Statement/Prospectus, and, when it becomes available, a free copy of the definitive Proxy Statement/Prospectus, as well as other filings containing information about Comerica and Sterling, may be obtained at the SEC’s Internet site (http://www.sec.gov). You will also be able to obtain these documents, free of charge, from Comerica at www.comerica.com under the tab “Investor Relations” and then under the heading “SEC Filings” or from Sterling by accessing Sterling’s website at www.banksterling.com under the tab “Investor Relations” and then under the heading “SEC Filings.”

Comerica and Sterling and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Sterling in connection with the proposed merger. Information about the directors and executive officers of Comerica is set forth in the proxy statement for Comerica’s 2010 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 19, 2010 and on a Form 8-K filed with the SEC on January 27, 2011. Information about the directors and executive officers of Sterling is set forth in the proxy statement for Sterling’s 2010 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 5, 2010 and on Forms 8-K filed with the SEC on June 25, 2010, July 12, 2010 and January 21, 2011. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the above-referenced preliminary Proxy Statement/Prospectus and the definitive Proxy Statement/Prospectus regarding the proposed merger when it becomes available. Free copies of these documents may be obtained as described in the preceding paragraph.

Sterling Bank All Officer Meeting February 21, 2011 Comerica Incorporated Pat Faubion President – Texas Market

2 Safe Harbor Statement; Disclaimer Any statements in this presentation that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Words such as "anticipates," "believes," "feels," "expects," "estimates," "seeks," "strives," "plans," "intends," "outlook," "forecast," "position," "target," "mission," "assume," "achievable," "potential," "strategy," "goal," "aspiration," "outcome," "continue," "remain," "maintain," "trend," "objective" and variations of such words and similar expressions, or future or conditional verbs such as "will," "would," "should," "could," "might," "can," "may" or similar expressions, as they relate to Comerica, Sterling, the proposed transaction or the combined company following the transaction often identify forward-looking statements. These forward-looking statements are predicated on the beliefs and assumptions of management based on information known to management as of the date of this presentation and do not purport to speak as of any other date. Forward-looking statements may include descriptions of the expected benefits and costs of the transaction; forecasts of revenue, earnings or other measures of economic performance, including statements of profitability, business segments and subsidiaries; management plans relating to the transaction; the expected timing of the completion of the transaction; the ability to complete the transaction; the ability to obtain any required regulatory, shareholder or other approvals; any statements of the plans and objectives of management for future or past operations, products or services, including the execution of integration plans; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Such statements reflect the view of management as of this date with respect to future events and are subject to risks and uncertainties. Should one or more of these risks materialize or should underlying beliefs or assumptions prove incorrect, actual results could differ materially from those anticipated by the forward-looking statements or historical results. Factors that could cause or contribute to such differences include, but are not limited to, the possibility that expected benefits may not materialize in the timeframe expected or at all, or may be more costly to achieve; that the transaction may not be timely completed, if at all; that prior to the completion of the transaction or thereafter, Comerica’s and Sterling’s respective businesses may not perform as expected due to transaction-related uncertainty or other factors; that the parties are unable to successfully implement integration strategies; that required regulatory, shareholder or other approvals are not obtained or other closing conditions are not satisfied in a timely manner or at all; reputational risks and the reaction of the companies’ customers to the transaction; diversion of management time on merger-related issues; and those factors referenced in Comerica’s and Sterling’s filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made. Comerica and Sterling do not undertake to update forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made. For any forward-looking statements made in this presentation or in any documents, Comerica and Sterling claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Annualized, pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results.

3 Comerica: A Brief Overview Among the top 25 U.S. bank holding companies Largest U.S. bank with corporate headquarters in Texas $54 billion in assets Founded over 160 years ago Major lines of business include: Major markets include: Continued investments in growth markets Strong capital position At December 31, 2010 • Business Bank • Wealth and Institutional Management • Retail Bank • Texas • Florida • California • Arizona • Michigan

4 WIM $410MM 15% Retail Bank $705MM 25% Business Bank $1,673MM 60% Our Core Businesses 2010 Full Year Revenue By Business Segment 1 As of December 31, 2010: YTD revenues of $2.4 billion from continuing operations (FTE) including Finance & Other Businesses Business Bank Wide spectrum of credit and non- credit financial products, cash management and international trade services Retail Bank Personalized financial products & services to consumers and small businesses Wealth & Institutional Management (WIM) Serves the needs of affluent clients, foundations, organizations and corporations 1

5 Florida $57MM 2% Int'l $108MM 4% Other Markets $227MM 8% Texas $409MM 15% Western $774MM 28% Midwest $1,213MM 43% Where We Operate 1 Source: The 2009 U.S. Census Bureau 2 As of December 31, 2010: YTD revenues of $2.4 billion from continuing operations (FTE) including Finance & Other Businesses; Geography based on office of origination; Midwest includes: MI, OH, IL; Western includes: CA, AZ, NV, CO, WA; Other Markets include markets not separately identified above in addition to businesses with a national perspective Exporting our 162 year relationship banking expertise to high growth markets Operate in seven of the eleven largest U.S. cities California, Arizona, Texas and Florida expected to account for over one-half of U.S. population growth between 2000 and 2030 Geographic footprint diversifies earnings mix 2010 Full Year Revenue By Market Segment 2 1 1

6 Established: 1988 Largest U.S. bank with corporate headquarters in TX Average deposits 5 up 44% from FY06 National Specialty groups include: • Heavy Equipment • Energy Acquisition of Sterling Bank announced January 18, 2011 Diverse economy Ranked #2 in the US by State GDP 1 Job growth rate for 2010 is 2.3%, exceeding the national average of 0.9% 2 Home prices relatively stable Comerica Texas Economic Activity Index 4 is 8% above the cycle low 1 Source: 2010 Bureau of Economic Analysis 2 Source: Bureau of Labor Statistics as of 12/31/10 3 FHFA Purchase Only Home Price Index 4 As of October 2010 5 Full-Year 2010 YTD average Texas Market: Prepared for Growth TX Banking Centers and Period Avg Deposits ($Bn) 61 68 95 79 87 90 20 30 40 50 60 70 80 90 2005 2006 2007 2008 2009 2010 $2 $3 $4 $5 $6 TX Banking Centers Deposits 3

7 Comerica Key Differentiators Focused on growing and maintaining long-term relationships Relationship Managers known for ingenuity, flexibility & responsiveness Emphasis on having a clear understanding of our customers & their banking needs Wide array of products and services Community bank feel Weathered credit cycle well relative to peers Consistent credit standards Granular portfolio Main Street Bank Well Positioned for Growth Relationships are Priority One Superior Credit Management Size Solid Capital Position Regulatory Reform Impact expected to be less than other major banks Quality of capital is strong

8 Long-term Corporate Strategy This strategy is based on 6 interdependent pillars applied across 5 geographic markets on behalf of Comerica’s 3 primary Business Divisions Business Bank Retail Bank Wealth Management

9 • Relationships • Client focused, concentrated on growing and maintaining long-term relationships • A platform that leverages our three Lines of Business to cross-sell services • Long-tenured bankers, known for ingenuity, flexibility and responsiveness • Community Bank service and focus (local execution) • Balance • Focused on balancing our geographic mix • Headquarters move to Dallas, Texas • 51% of Banking Center Network in growth markets • Invest with a targeted presence in strong, growing markets Long-term Corporate Strategy

• Growth • Measured investments in targeted markets and Lines of Business • Emphasis on Cross-sells across the Lines of Business • Emphasis on importance of deposit base • Risk Management • Maintain a strong, quality capital position • Active credit management • Proactive changes in credit exposure prior to the downturn • Enhanced Portfolio Analytics Long-term Corporate Strategy 10

11 • Diversity • Highly recognized by several diversity ranking publications • Focus on internal human capital and external supplier diversity • Accountability • Strategic guidelines for each Line of Business • Monthly financial reporting and forecasting • Focus on employee development and succession planning Long-term Corporate Strategy

12 Financial Highlights $ in millions 1 See Supplemental Financial Data slides for reconciliation of non-GAAP financial measures Pace of Loan Decline Slowed 4Q10 3Q10 4Q09 Average Total Loans $39,999 $40,102 $42,753 Average Commercial Loans 21,464 20,967 21,971 Period-end Commercial Loans 22,145 21,432 21,690 Deposit Levels Strong Average Core Deposits $39,896 $38,786 $36,742 Average Noninterest-bearing deposits 15,607 14,920 14,430 Credit Quality Improvement Continued Provision for Credit Losses $54 $116 $259 Net Loan Charge-offs 113 132 224 Watch List 5,542 6,171 7,730 Solid Capital Tier 1 Capital Ratio 10.13% 9.96% 12.46% Tangible common equity ratio 10.54% 10.39% 7.99% 1

13 $ in millions Credit Quality Positive Trends Continued 4Q10 3Q10 2Q10 1Q10 4Q09 Net credit-related charge-offs to average total loans $113 1.13% $132 1.32% $146 1.44% $173 1.68% $225 2.10% Provision for Loan Losses $57 $122 $126 $175 $256 Nonperforming assets to total loans & foreclosed property $1,235 3.06% $1,311 3.24% $1,214 2.98% $1,251 3.06% $1,292 3.06% Nonperforming assets inflow $180 $294 $199 $245 $266 Foreclosed property $112 $120 $93 $89 $111 Loans past due 90 days or more and still accruing $62 $104 $115 $83 $101 Total Watch list loans $5,542 $6,171 $6,651 $7,502 $7,730 We believe we will continue to see improving credit quality reflecting positive migration trends with some variability quarter to quarter

14 108 91 62 86 36 60 40 140 148 162 87 110 73 72 $0 $100 $200 $300 2Q09 3Q09 4Q09 1Q10 2Q10 3Q10 4Q10 Positive trends in credit quality resulted in significant decline in the provision for loan losses Allowance for credit losses of $936MM • Decreased $59MM, reflecting the positive trend in all credit metrics, particularly the watch list • Allowance for loan losses to total loans 2.24% • Allowance for loan losses to nonperforming loans of 80% Recoveries of $27MM, an increase of $14MM Loan Sales of $70MM, an increase of $51MM Provision for Loan Losses Provision and Net Charge-offs $ in millions; 4Q10 vs 3Q10 Credit Quality Positive Trends Continued CRE Net Charge-Offs Non CRE Net Charge-Offs 312 311 256 175 126 122 57

15 Credit Quality Ratios vs. Peers 0 2 4 6 8 2Q08 3Q08 4Q08 1Q09 2Q09 3Q09 4Q09 1Q10 2Q10 3Q10 4Q10 Peer Range Peer Average CMA Peer Source: SNL; All nonperforming asset ratios exclude HBAN as their figures were not reported NCO ratio defined as annualized loans and leases charged off, net of recoveries, as a % of average loans and leases NPA ratio defined as nonperforming assets / (Gross loans +foreclosed assets) 0 2 4 6 8 2Q08 3Q08 4Q08 1Q09 2Q09 3Q09 4Q09 1Q10 2Q10 3Q10 Peer Range Peer Average CMA Net Charge-off Ratio vs. Peers Nonperforming Asset Ratio vs. Peers Credit metrics amongst the best in our peer group Peer Group: BBT, FITB, HBAN, KEY, MI, MTB, PNC, RF, STI, USB, ZION

16 0% 2% 4% 6% 8% 10% 12% 4Q09 1Q10 2Q10 3Q10 4Q10 Strong Capital Ratios Tier I Common Capital Ratio 1 Peer Median Comerica Among the best capitalized in peer group Quality of capital is solid Tier 1 made up of 100% common equity as of 10/1/10 Fully redeemed preferred stock issued to U.S. Treasury in 1Q10 Redeemed $500MM of 6.57% Trust Preferreds (TruPS) on 10/01/10 Doubled quarterly common stock dividend to $0.10 per share Authorized share and warrant repurchases Strong capital supports future growth Source: SNL Financial Peer Group: BBT, FITB, HBAN, KEY, MI, MTB, PNC, RF, STI, USB, ZION (4Q10 averages exclude MI and MTB) 1 See Supplemental Financial Data slides for reconcilements of non-GAAP financial measures

17 Sterling Bank Acquisition – A Unique Opportunity Accelerates Comerica’s growth strategy in Texas Significantly boosts Texas presence with solid deposit base and well located branch network • Houston deposit market share triples • Entry into San Antonio market • Complements Dallas-Fort Worth locations Enhances growth opportunities with focus on Middle Market and Small Business Leverages additional marketing capacity to offer a wide array of products and services through a larger distribution channel Timely: economic, regulatory and market environment Maintains strong pro forma capital position Expect seamless integration: Manageable size within footprint

18 C&D $2.3B 6% Residential Mortgage & Consumer $3.9B 10% C&I $24.3B 60% CRE-Owner Occupied $7.8B 19% CRE $1.9B 5% Sterling Bank Acquisition – Opportunity to Leverage C&I Expertise As of December 31, 2010; $Billions CRE: Non-owner occupied Commercial Real Estate; C&I: Commercial and Industrial includes Lease Financing and International Loans; C&D: Construction and Development Residential Mortgage & Consumer $0.4B 15% C&I $0.6B 23% C&D $0.2B 8% CRE- Owner Occupied $0.6B 22% CRE $1.0B 32% Sterling Bank $2.8B Loans Comerica Bank $40.2B Loans Comerica Bank Texas Market $6.8B Loans C&D $1.0B 14% Residential Mortgage & Consumer $0.4B 7% C&I $4.3B 63% CRE-Owner Occupied $0.8B 12% CRE $0.3B 4%

19 Sterling Bank Acquisition – Attractive Deposit Mix Time $0.7B 17% Non- interest bearing $1.3B 31% Money Market, NOW & Savings $2.2B 50% Brokered CD $0.1B 2% Sterling Bank $4.3B Deposits As of 12/31/2010; $Billions Money Market, NOW & Savings $2.3B 40% Time $1.2B 22% Non- interest bearing $2.2B 38% Money Market, NOW &Savings $19.0B 47% Time $5.9B 15% Non-interest bearing $15.6B 38% Comerica Bank $40.5B Deposits Comerica Bank Texas Market $5.7B Deposits 4Q10 Interest-bearing deposit costs: 40 basis points 54 basis points 76 basis points

20 Sterling Bank Acquisition – Expanding in Attractive Markets Houston San Antonio Austin Fort Worth Dallas Sterling Bank Branch Comerica Banking Center Source: SNL Financial as of 06/30/2010 Rank and share % data not provided for San Antonio Market as it includes branches in Kerrville. San Antonio and Kerrville are not listed in SNL Financial as a combined MSA 2 2 Deposits Branches $mm Rank Share % Texas Market CMA 94 5,230 10 1.18 SBIB 60 4,142 13 0.94 Pro forma 154 9,372 6 2.12 Houston MSA CMA 34 1,389 12 1.15 SBIB 33 3,269 6 2.70 Pro forma 67 4,658 6 3.85 Dallas - Fort Worth MSA CMA 49 3,460 5 2.31 SBIB 13 266 45 0.18 Pro forma 62 3,726 5 2.49 Entry into San Antonio Market CMA 0 0 SBIB 14 607 Pro forma 14 607 Austin MSA CMA 11 381 11 1.66

21 Sterling Acquisition – Fits Comerica’s Main Street Bank Strategy Accelerates growth in Texas urban markets • Nearly doubles branch presence in Houston • Entry into San Antonio market • #6 largest deposit market share in state Financially attractive • Expect to be break even in first full year and increasingly accretive thereafter • Conservative assumptions (synergies and credit marks) • Price/Tangible Book Value of about 2.3x and deposit premium of about 17% -- fair value consistent with recent Texas healthy bank transactions Expect seamless integration • Size: Manageable • Location: Within footprint • Culture: Business banking Maintains strong capital position • Pro forma 12/31/10 Tier 1 Capital Ratio 10.0% 1 Pro forma as of 06/30/2010 based on SNL Financial data 2 First full-year assumed to be fiscal year 2012; Break even analysis excludes merger and integration costs 1 2

22 Consistent strategy • Based on relationship banking model • Core businesses and geographies unchanged • Recession-tested business model Expense management Solid capital position Investing to accelerate growth and balance • Banking center expansion in high growth markets • New and enhanced products and services • Expansion in Texas with pending Sterling Bancshares acquisition Poised for the Future Main Street Bank Well Positioned for Growth

23 The Tier 1 common capital ratio removes preferred stock and qualifying trust preferred securities from Tier 1 capital as defined by and calculated in conformity with bank regulations. The tangible common equity ratio removes preferred stock and the effect of intangible assets from capital and the effect of intangible assets from total assets. The Corporation believes these measurements are meaningful measures of capital adequacy used by investors, regulators, management and others to evaluate the adequacy of common equity and to compare against other companies in the industry. 1 Regulatory Capital, Tier 1 Capital and risk-weighted assets as defined and calculated in accordance with regulation. 12/31/10 9/30/10 6/30/10 3/31/10 12/31/09 Total Regulatory Capital $8,651 $8,566 $9,001 $9,062 $10,468 Tier 1 capital Less: Fixed rate cumulative perpetual preferred stock Less: Trust preferred securities $6,027 -- -- $5,940 -- -- $6,371 -- 495 $6,311 -- 495 $7,704 2,151 495 Tier 1 common capital Risk-weighted assets Tier 1 common capital ratio 6,027 59,506 10.13% 5,940 59,608 9.96% 5,876 59,877 9.81% 5,816 60,792 9.57% 5,058 61,815 8.18% Total shareholders’ equity Less: Fixed rate cumulative perpetual preferred stock Less: Goodwill Less: Other intangible assets $5,793 -- 150 6 $5,857 -- 150 6 $5,792 -- 150 6 $5,668 -- 150 7 $7,029 2,151 150 8 Tangible common equity $5,637 $5,701 $5,636 $5,511 $4,720 Total assets Less: Goodwill Less: Other intangible assets $53,667 150 6 $55,004 150 6 $55,885 150 6 $57,106 150 7 $59,249 150 8 Tangible assets $53,511 $54,848 $55,729 $56,949 $59,091 Tangible common equity ratio 10.54% 10.39% 10.11% 9.68% 7.99% 1 1 Supplemental Financial Data Reconciliation of non-GAAP financial measures with financial measures defined by GAAP ($ in millions)

24 Additional Information For Shareholders In connection with the proposed merger transaction, Comerica has filed with the SEC a Registration Statement on Form S-4 that includes a preliminary Proxy Statement of Sterling, and a preliminary Prospectus of Comerica, as well as other relevant documents concerning the proposed transaction. SHAREHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PRELIMINARY PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. A free copy of the preliminary Proxy Statement/Prospectus, and, when it becomes available, a free copy of the definitive Proxy Statement/Prospectus, as well as other filings containing information about Comerica and Sterling, may be obtained at the SEC’s Internet site (http://www.sec.gov). You will also be able to obtain these documents, free of charge, from Comerica at www.comerica.com under the tab “Investor Relations” and then under the heading “SEC Filings” or from Sterling by accessing Sterling’s website at www.banksterling.com under the tab “Investor Relations” and then under the heading “SEC Filings.” Comerica and Sterling and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Sterling in connection with the proposed merger. Information about the directors and executive officers of Comerica is set forth in the proxy statement for Comerica’s 2010 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 19, 2010 and on a Form 8-K filed with the SEC on January 27, 2011. Information about the directors and executive officers of Sterling is set forth in the proxy statement for Sterling’s 2010 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 5, 2010 and on Forms 8-K filed with the SEC on June 25, 2010, July 12, 2010 and January 21, 2011. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the above-referenced preliminary Proxy Statement/Prospectus and the definitive Proxy Statement/Prospectus regarding the proposed merger when it becomes available. Free copies of these documents may be obtained as described in the preceding paragraph.