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United Community Banks, Inc, and Progress Financial Corporation Announce Merger Agreement

United Community Banks, Inc. (NASDAQGS: UCBI) (“United”) and Progress Financial Corporation (“Progress”) announced today the execution of a definitive merger agreement pursuant to which United will acquire Progress, and its wholly-owned subsidiary, Progress Bank & Trust (the “Merger”), in an all-stock transaction with an aggregate value of approximately $271.5 million, or $23.52 per share of Progress common stock, based on United’s closing stock price of $30.55 as of May 3, 2022.

Progress is headquartered in Huntsville, Ala., and operates 14 offices in high-growth, southeastern markets, including, Huntsville, Birmingham, Daphne and Tuscaloosa in Alabama and the Florida Panhandle. As of March 31, 2022, Progress had total assets of $1.9 billion, total loans of $1.3 billion, and total deposits of $1.7 billion. In addition to traditional banking products, Progress offers wealth management and private banking through Progress Financial Services, a division of Progress Bank, with approximately $1.2 billion in assets under management. Led by President and Chief Executive Officer David Nast, and supported by an experienced management team, Progress has focused on organic growth by hiring and developing skilled commercial and mortgage banking teams in its markets of operation. During its expansion across Alabama and Florida, Progress has emphasized a strong credit culture as demonstrated by its history of minimal charge-offs.

“We believe Progress and United to be a great cultural fit and are excited to join forces in Alabama and the Florida panhandle. Progress bankers and their customers will benefit from the expanded products and resources that we are able to bring to the table,” said Lynn Harton, Chairman and Chief Executive Officer of United. “Our M&A focus has continued to be on high-growth markets in the Southeast with attractive demographics and strong in-migration. Progress’ footprint will complement our existing markets and be accretive to our franchise value. We have been investing in Birmingham over the past several years and have SBA and Senior Care teams already in place. I spent several years as a banker in these markets and know well the potential they represent. I am looking forward to bringing Progress into the United team.”

David Nast, President and Chief Executive Officer of Progress, stated, “I would like to thank the dedicated employees of Progress that have elevated our franchise over the past several years to one of the best performing banks in our region. I am proud of the company we have built together and believe that a partnership with United represents an excellent opportunity for us to continue to serve our customers at the highest level. We also greatly value United’s commitment to communities because that has always been a big part of our Progress culture.”

Under the terms of the merger agreement, Progress shareholders will receive 0.77 shares of United common stock for each share of Progress common stock outstanding. The Merger is expected to be accretive to United’s earnings per share, excluding transaction costs, by approximately $0.07 per share, or 2.0% in 2023. The estimated transaction returns are consistent with United’s stated acquisition criteria pertaining to tangible book value and targeted internal rates of return. The merger agreement was unanimously approved by the boards of directors of Progress and United. The Merger is expected to be completed in the fourth quarter of 2022 and is subject to customary conditions, including regulatory approval as well as the approval of Progress’s shareholders.

Piper Sandler & Co. acted as financial advisor to United, and Nelson Mullins Riley & Scarborough LLP served as United’s legal advisor. Stephens Inc. served as financial advisor to Progress, and Maynard Cooper Gale served as Progress’ legal advisor.

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