Southern Heritage Joins GB&T Bancshares as New Division of Gainesville Bank & Trust


GAINESVILLE, Ga., Aug. 4, 2004 (PRIMEZONE) -- GB&T Bancshares, Inc. (Nasdaq:GBTB), a multi-bank holding company, announced that the merger with Southern Heritage Bancorp, parent company of Southern Heritage Bank, has been completed, and on Monday, August 2nd, Southern Heritage Bank became a division of the company's lead bank, Gainesville Bank & Trust. This merger significantly increases GB&T's deposit market share in Hall County, boosting total assets in that county alone to over $500 million. This is GB&T's first acquisition within a market where it has existing banking operations. Southern Heritage Bank will continue to operate under the Southern Heritage name, maintaining its identity as a community bank with its same management and board of directors.

GB&T President and CEO Richard Hunt commented, "Southern Heritage Bank has built a strong base of customers in the fast-growing south Hall County market since it was formed in January 1999. As a new division of GB&T, Southern Heritage can provide these customers with even more banking convenience through an expanded line of banking services, as well as more locations at which they can do their banking."

Terms of the agreement call for the exchange of 1.32875 shares of GB&T Bancshares stock for each of the outstanding shares of Southern Heritage, in a deal initially valued at $28.8 million. Southern Heritage Bancorp shareholders may elect to either exchange their shares, receive $25.07 in cash per share, or select a combination of cash and GB&T common stock. The cash election may not exceed 30 percent of the total exchange value. Mr. Hunt added that the goal is for this transaction to be accretive to GB&T earnings within 18 months of consummation.

GB&T Board Chairman Philip Wilheit continued, "Southern Heritage customers can now take advantage of a variety of financial services, including Trust and Investment Services and E-branch 24-hour Internet Banking Services. I see this as a real plus for banking consumers throughout Hall County."

Casey Cagle, Chairman of Southern Heritage's Board of Directors added, "GB&T has built a strong reputation throughout the banking industry. We are pleased to join their organization and look forward to the expanded services and banking convenience we can now offer our customers."

In February, GB&T announced the signing of a definitive agreement to acquire Lumpkin County Bank, with two banking offices located in the county adjacent to Hall. This transaction is anticipated to close mid-August.

GB&T is headquartered in Gainesville, Georgia. In addition to Southern Heritage Bank, banks operating under the GB&T Bancshares' umbrella of community banks include: Gainesville Bank & Trust (Hall County, GA), United Bank & Trust (Polk & Bartow Counties, GA), Community Trust Bank (Paulding and Cobb Counties, GA), HomeTown Bank of Villa Rica (Carroll and Paulding Counties, GA) and First National Bank of the South (Baldwin & Putnam Counties, GA). GB&T is also the parent company of Community Loan Company, a consumer finance company with eight offices in north Georgia. Its common stock is listed on the Nasdaq National Market under the symbol "GBTB." Please visit our website at www.gbt.com for additional information.

Forward Looking-Statement:

Any projections, plans, goals, estimates or statements of expectation herein, made on behalf of GB&T Bancshares and/or its affiliate institutions, should be considered forward-looking statements, according to the Private Securities Litigation Reform Act of 1985. They involve risks and uncertainties, and are subject to change by conditions outside the control of GB&T Bancshares, as well as by internal modifications. The conditions and factors influencing such projections and expectations include, but are not limited to: varying interest rates, changes in regulatory requirements, fluctuating loan demand, economic shifts and modifications to accounting procedures.



            

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