INTERCONTINENTAL BANK SHARES CORPORATION
Exhibit 99.1
INTERCONTINENTAL
BANK SHARES CORPORATION
0000 Xxxxxxxx Xxxxx Xxxx
Xxx Xxxxxxx, Xxxxx 00000
(000) 000-0000
October 27, 2006
Coastal Bancshares Acquisition Corp.
Attn: Xxxx X. Xxxxxxxx
0000 Xxxx Xxxxxxx
Xxxxxxx, Xxxxx 00000
Re: |
Agreement and Plan of Reorganization by and between Coastal |
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Bancshares Acquisition Corp. and Intercontinental Bank Shares | ||
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Corporation, dated April 5, 2006 |
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Dear Xx. Xxxxxxxx:
Reference is made to that certain Agreement and Plan of Reorganization dated April 5, 2006, as amended by the First Amendment to Agreement and Plan of Reorganization (together the “Agreement”), by and between Coastal Bancshares Acquisition Corp. (the “Parent”) and Intercontinental Bank Shares Corporation (the “Company”). Capitalized terms used but not defined in this letter shall have the meaning assigned such term in the Agreement.
Pursuant to Section 9.01D of the Agreement, the Agreement and the transactions contemplated by the Agreement may be terminated and abandoned by either the Parent or the Company if, among other reasons, Parent Stockholder Approval is not obtained at a duly called meeting of the Parent’s stockholders for that purpose. The effect of termination, as provided in Section 9.02 of the Agreement, is that the Agreement becomes null and void and shall have no further effect, and neither the Parent nor the Company shall have any obligation or liability thereunder, except as set forth in Section 9.03 of the Agreement.
Unfortunately, because Parent Stockholder Approval was a condition precedent of the transaction to both the Parent (under Section 2.08 of the Agreement) and the Company (under Section 3.04 of the Agreement), and because Parent Stockholder Approval was not obtained, the Company hereby notifies the Parent of its election to terminate the Agreement and the transactions contemplated thereby pursuant to Section 9.01D of the Agreement. As a result of the Company’s termination of the Agreement, and pursuant to Section 9.03 of the Agreement, the Parent is obligated to promptly pay to the Company a termination fee (the “Termination Fee”) in the aggregate amount of (a) $200,000 increased by the amount determined under Section 1.05(b)(ii) of the Agreement, $5,000 a day for twenty-two days, plus (b) (b) legal fees actually incurred by the Company in connection with the transactions contemplated by the Agreement, up to the date of this termination notice. Based upon an accounting by the Company and its legal counsel, legal fees incurred by the Company in connection with transactions contemplated by this Agreement total $75,000 through October 27, 2006 at 5:00 p.m., the effective date of this termination notice. Consequently, the total Termination Fee determined pursuant to Section 9.03 of this Agreement, as of October 27, 2006, is $385,000. We request that the Termination Fee be delivered via wire transfer to:
Coastal Bancshares Acquisition Corp.
October 27, 2006
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Intercontinental National Bank | ||
0000 Xxxxxxxx Xxxxx Xxxx |
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Xxx Xxxxxxx, Xxxxx 00000 |
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Telephone (000) 000-0000 |
Fed R/T Number: |
114000899 | |
Account Number: |
17996 |
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Beneficiary: |
Intercontinental Bank Shares Corporation |
If you have any questions concerning the subject matter of this letter, please do not hesitate to contact me.
Sincerely, |
/s/ Xxxxxx X. Xxxxxxxxx |
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Xxxxxx X. Xxxxxxxxx |
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Chairman and Chief Executive Officer | ||
cc: |
Jenkens & Xxxxxxxxx, P.C. |
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Attn: Xxxxxxx X. Xxxxxxx and Xxxxx X. Xxxxxxxxx | ||||
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0000 Xxxx Xxxxxx |
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Xxxxx 0000 |
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Xxxxxx, Xxxxx 00000 |
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Xxxxxxx X. Xxxxx |
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Xxxxxx X. Xxxxxxx |