Contact Information:
Wayne W. Byers
(770) 805-6873
wbyers@ebank.com
ATLANTA, GA, May 16, 2005 - ebank Financial
Services, Inc. (OTC BB: EBDC) (the "Company"), announced today the
signing of a Standstill Agreement with Edward L. Terry, and
certain of Mr. Terry's affiliates and Gary R. Rhineheart in
conjunction with Messrs. Terry and Rhineheart's filing of a
Change in Control Application with the Office of Thrift Supervision
("OTS"). Mr. Terry and Mr. Rhineheart, as part of
an investor group, including Mr. Terry's affiliates, Davis
Terry LP, Evelyn Terry, EMT Properties, Inc. Profit Sharing
Plan and Salt River Ranch, LLC, currently own approximately
15.37% of the outstanding shares of the Company's common stock,
subject to the terms of a Rebuttal of Presumption of Control
filed with and accepted by the OTS in May 2004.
The Standstill Agreement permits Mr. Terry
and Mr. Rhineheart to purchase, individually, up to 33% of
the Company's voting securities in the market, and, so long
as they own at least 25% of the Company's voting securities,
to elect one person as a director of the Company. Messrs.
Terry and Rhineheart also have agreed not to (i) participate
in any "extra-ordinary
transaction" with the Company or its affiliates, (ii)
solicit proxies in opposition to Company management, or (iii)
to become part of a "group" with any other persons.
Among other things, the Standstill Agreement provides Messrs.
Terry and Rhineheart piggyback registration rights with respect
to their shares of Company common stock. The Company and Messrs.
Terry and Rhineheart intend to explore, subject to approval
of the parties and regulatory approvals, creating a mortgage
company joint venture. The effectiveness of the Standstill
Agreement is conditioned on OTS approval of the Messrs. Terry's
and Rhineheart's Change in Control Notice.
This press release includes forward-looking
statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21 E of the Securities Exchange Act
of 1934 that involve risks and uncertainties, including changes
in economic conditions, changes in policies by regulatory
agencies, fluctuations in interest rates, demand for loans
and competition, the possibility and potential for a mortgage
company joint venture between the Company and an affiliate
of Mr. Terry and Mr. Rhineheart, the receipt of the necessary
regulatory approvals, the terms and conditions of such approvals
and the other risks described in the Company's SEC reports
and filings under "Special
Cautionary Notice Regarding Forward-Looking Statements" and "Risk
Factors." You should not place undue reliance on forward-looking
statements, since the statements speak only as of the date
that they are made. The Company has no obligation and does
not undertake to publicly update, revise or correct any of
the forward-looking statements after the date of this press
release, or after the respective dates on which such statements
otherwise are made, whether as a result of new information,
future events or otherwise. |
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