National Commerce Corporation, the parent company of National Bank of Commerce, headquartered in Birmingham, Alabama, and Patriot Bank, headquartered in Trinity, Florida, jointly announced the signing of a definitive agreement providing for the merger of Patriot Bank with and into NBC.  The transaction is expected to result in a combined institution with approximately $2.6 billion in assets.

“We are excited to announce the merger with Patriot Bank,” said John H. Holcomb, III, NCC’s Chairman and Chief Executive Officer.  “We have gotten to know David Key over the past couple of years, and we are pleased to partner with him and his team in our entry into the Tampa market.”

David B. Key, President and Chief Executive Officer of Patriot Bank, also commented on the announcement, saying, “We are pleased to announce our affiliation with National Commerce Corporation.  We believe that our cultures are well-suited for one another, and that we will be able to better serve customers in the Tampa market as part of a larger community banking organization.”

Under the terms of the definitive merger agreement, each share of Patriot Bank common stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive 0.1711 shares of NCC common stock and $0.725 in cash, without interest.   Outstanding options to purchase Patriot Bank common stock will be canceled at the effective time of the merger, with holders of options that are “in the money” to receive a cash payment as consideration.

The boards of directors of NCC, NBC, and Patriot Bank have approved the transaction.  The transaction is subject to customary closing conditions, including receipt of regulatory approvals and approval by Patriot Bank’s shareholders.

Keefe, Bruyette & Woods, Inc. acted as financial adviser to NCC, and Maynard, Cooper & Gale, P.C. acted as its legal adviser.  Raymond James & Associates, Inc. acted as financial adviser to Patriot Bank, and Smith MacKinnon, PA acted as its legal adviser.