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State Bank Financial Corporation and Georgia-Carolina Bancshares, Inc. Announce Merger

State Bank Financial Corporation Logo

ATLANTA and AUGUSTA, Ga., June 24, 2014 (GLOBE NEWSWIRE) -- State Bank Financial Corporation (Nasdaq:STBZ), the holding company for State Bank and Trust Company, and Georgia-Carolina Bancshares, Inc. (OTCQB:GECR) jointly announced today the signing of a definitive agreement for State Bank Financial to acquire Georgia-Carolina Bancshares and its wholly-owned subsidiary, First Bank of Georgia, in a cash and stock transaction with a purchase price of approximately $82 million, or $22.35 per share. The transaction value at the time of the merger may change due to fluctuations in the price of State Bank Financial common stock.

"We are very pleased that Remer Brinson and his team at First Bank of Georgia will be joining the State Bank family," said State Bank Financial Chairman and CEO Joe Evans. "This merger will give us the opportunity to enter the Augusta market with a strong management team that has been a significant part of the local community for over 25 years. The First Bank of Georgia team shares our core values and will be a great fit with our company. By combining our resources, we believe we will be able to deliver a higher level of service to our customers, employees and shareholders than either of us could apart."

Remer Y. Brinson III, President and CEO of First Bank of Georgia, added, "We are excited about partnering with State Bank, another Georgia-based community bank, which shares our values, particularly our emphasis on superior, personal service and community involvement. The strength and resources provided by State Bank will enable us to expand the products and services available to our customers."

At March 31, 2014, First Bank of Georgia had total assets of approximately $523 million, total loans of approximately $317 million, total deposits of approximately $428 million and total shareholder's equity of approximately $59 million. First Bank of Georgia is headquartered in Augusta, Georgia and operates seven banking offices in the Augusta metropolitan statistical area. In addition, the bank operates mortgage origination offices in the Augusta and Savannah, Georgia markets.

The agreement has been unanimously approved by the Boards of Directors of both companies and is anticipated to close in the first quarter of 2015. Completion of the transaction is subject to certain closing conditions, including customary regulatory approvals and the approval by the shareholders of Georgia-Carolina Bancshares.

Georgia-Carolina Bancshares was represented in this transaction by SunTrust Robinson Humphrey as financial advisor and Smith, Gambrell & Russell, LLP as legal counsel. FIG Partners LLC provided a fairness opinion to Georgia-Carolina Bancshares.

State Bank Financial was represented by Nelson Mullins Riley & Scarborough LLP as legal counsel.

Conference Call

State Bank Financial Corporation will host a conference call today at 10:00 a.m. EDT to discuss the transaction. The dial in number is 1.800.926.4458. Please dial in 10 minutes prior to the start of the call to register. You will be asked to provide your name and affiliation/company to join the call. A replay of the conference call will be available for 30 days shortly after the call's completion in the Investors section on State Bank Financial's website at www.statebt.com.

A supplemental presentation with additional information regarding the transaction will also be available in the Investors section on State Bank Financial's website.

About State Bank Financial Corporation

State Bank Financial Corporation (Nasdaq:STBZ) is the holding company for State Bank and Trust Company, one of Georgia's best-capitalized banks, with approximately $2.6 billion in assets as of March 31, 2014. State Bank has locations in Metro Atlanta and Middle Georgia.

The State Bank Financial Corporation logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=14370

About Georgia-Carolina Bancshares, Inc.

Georgia-Carolina Bancshares, Inc. (OTCQB:GECR) is the holding company for First Bank of Georgia, which conducts banking operations through seven offices in Richmond County (Augusta), Columbia County (Evans and Martinez), and McDuffie County (Thomson), Georgia and operates mortgage origination offices in Augusta and Savannah, Georgia.

Cautionary Note Regarding Forward-Looking Statements

Some of the statements in this press release are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: "intend," "plan," "seek," "believe," "expect," "strategy," "future," "likely," "project", "may," "should," "will" and similar references to future periods. Examples of forward-looking statements include, among others, statements related to future expectations, including statements related to the expected timing, completion and other effects of the transaction, including the ability of the banks to combine resources to offer a higher level of service and additional products and services to customers as a result of the transaction. These forward-looking statements are subject to risks, uncertainties and other factors, such as the inability to obtain the requisite regulatory and shareholder approvals for the proposed transaction and meet other closing terms and conditions, the reaction to the transaction of each bank's customers, employees and counterparties or difficulties related to the transition of services, as well as additional risks and uncertainties contained in the "Risk Factors" and the forward-looking statement disclosure contained in State Bank Financial Corporation's and Georgia-Carolina Bancshares, Inc.'s Annual Reports on Form 10-K for the most recently ended fiscal year, any of which could cause actual results to differ materially from future results expressed or implied by those forward-looking statements. All forward-looking statements speak only as of the date of this press release. Neither State Bank Financial Corporation nor Georgia-Carolina Bancshares, Inc. undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Addition Information About the Merger and Where to Find It

In connection with the proposed merger transaction, State Bank Financial Corporation will file a registration statement on Form S-4 with the SEC to register State Bank Financial Corporation's shares that will be issued to Georgia-Carolina Bancshares Inc.'s shareholders in connection with the transaction. The registration statement will include a proxy statement of Georgia-Carolina Bancshares, Inc. and a prospectus of State Bank Financial Corporation, as well as other relevant documents concerning the proposed transaction. The registration statement and the proxy statement/prospectus to be filed with the SEC related to the proposed transaction will contain important information about State Bank Financial Corporation, Georgia-Carolina Bancshares, Inc. and the proposed transaction and related matters. WE URGE SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT AND PROXY/PROSPECTUS WHEN IT BECOMES AVAILABLE (AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT AND PROXY/PROSPECTUS) BECAUSE THOSE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION. Security holders may obtain free copies of these documents and other documents filed with the SEC on the SEC's website at http://www.sec.gov. Security holders may also obtain free copies of the documents filed with the SEC by State Bank Financial Corporation at its website at https://www.statebt.com (which website is not incorporated herein by reference) or by contacting Jeremy Lucas by telephone at 404.239.8626. Security holders may also obtain free copies of the documents filed with the SEC by Georgia-Carolina Bancshares, Inc. at its website at https://www.firstbankofga.com (which website is not incorporated herein by reference) or by contacting Thomas J. Flournoy by telephone at 706.731.6622.

State Bank Financial Corporation, Georgia-Carolina Bancshares, Inc. and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Georgia-Carolina Bancshares, Inc. in connection with the proposed merger. Information regarding these persons who may, under the rules of the SEC, be considered participants in the solicitation of shareholders in connection with the proposed merger will be provided in the proxy statement/prospectus described above when it is filed with the SEC. Additional information regarding each of State Bank Financial Corporation's and Georgia-Carolina Bancshares, Inc.'s respective directors and executive officers, including shareholdings, is included in State Bank Financial Corporation's definitive proxy statement for 2014, which was filed with the SEC on April 11, 2014, and Georgia-Carolina Bancshares, Inc.'s definitive proxy statement for 2014, which was filed with the SEC on April 14, 2014. You can obtain free copies of this document from State Bank Financial Corporation or Georgia-Carolina Bancshares, Inc., respectively, using the contact information above.

To learn more about State Bank, visit www.statebt.com.

CONTACT: State Bank Financial Corporation Media Contact: David Rubinger 404.502.1240 david.rubinger@statebt.com Investor Relations Contact: Jeremy Lucas 404.239.8626 jeremy.lucas@statebt.com Georgia-Carolina, Bancshares, Inc. First Bank of Georgia Contact: Remer Y. Brinson III 706.731.6600 remerbrinson@firstbankofga.com

Source:State Bank Financial Corporation;Georgia-Carolina Bancshares, Inc.