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Security Bank Corporation Signs Merger Agreement To Acquire First Commerce Community Bankshares, Inc. And Subsidiary


Security Bank Corporation (Nasdaq:SBKC) today announced its latest acquisition in the metropolitan Atlanta market with the signing of a definitive merger agreement to acquire First Commerce Community Bankshares, Inc. and its wholly owned subsidiary, First Commerce Community Bank, a community bank located in Douglasville, Georgia. First Commerce, with approximately $252 million in total assets and $230 million in deposits as of December 31, 2006, operates two full service banking offices in Douglas County.

Under the terms of the merger agreement, First Commerce Community Bankshares’ shareholders will receive Security Bank common stock valuing the company at $56.6 million in the aggregate. In addition, First Commerce Community Bankshares will be permitted under the terms of the agreement to pay a one-time, special dividend not to exceed $3.16 million in the aggregate to shareholders prior to the closing of the transaction.

The transaction has been unanimously approved by the boards of directors of both companies and is subject to regulatory approval, the approval of First Commerce Community Bankshares’ shareholders and other customary closing conditions. The acquisition is expected to be completed during the third quarter of 2007 and is expected to be accretive to Security Bank’s earnings during the first full year of combined operations.

Bill Lumpkin, President and Chief Executive Officer of First Commerce Community Bankshares said, “We look forward to joining the team of successful community banks that make up Security Bank Corporation. Our pledge of superior service to our customers remains as strong as always.”

Rett Walker, President and Chief Executive Officer of Security Bank, said, “First Commerce’s directors and management share the same passion for building shareholder value by providing superior banking service to the local community. This merger is consistent with the strategic acquisition course we have established, which targets expansion into demographically attractive markets. It also meets our stated financial goals of anticipated earnings accretion within one year and the expectation of earning back tangible book value dilution within five years.”

Sandler O’Neill + Partners, L.P. acted as financial advisor to Security Bank Corporation. Burke Capital Group, LLC acted as financial advisor to First Commerce Community Bankshares.


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