Randolph Bank & Trust Company Shareholders' Approve Merger with BNC Bancorp

HIGH POINT, N.C., Sept. 5, 2013 /PRNewswire/ -- BNC Bancorp (NASDAQ: BNCN), the parent company of Bank of North Carolina ("BNC"), and Randolph Bank & Trust Company (OTC: RDBN) ("Randolph Bank") announced today that the shareholders of Randolph Bank have approved the merger with and into BNC.  The merger has also been approved by the North Carolina Office of the Commissioner of Banks and the FDIC.

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Subject to the terms of the merger agreement between BNC and Randolph Bank, at the closing of the merger, all of the issued and outstanding shares of Randolph Bank common stock will be converted into the right to receive an amount of cash or shares of BNC common stock.  Eighty percent (80%) of the total consideration received by Randolph Bank common shareholders will be BNC voting common stock and the remainder will be cash.  Based on BNC's closing price of $13.06 on September 03, 2013, Randolph Bank shareholders can receive either $10.00 in cash, or BNC common stock equal to $11.36 per share, subject to certain collars.  The completion of the merger is currently planned for October 1, 2013.

About Randolph Bank
Randolph Bank, headquartered in Asheboro, N.C., was founded in 1978. The bank has assets of approximately $302 million and total deposits of $269 million. Randolph Bank has six branches in Asheboro, Randleman, Burlington and Mebane, North Carolina as well as Loan Production Offices in Cary and Greenville, North Carolina.  Randolph Bank common stock is quoted in the over-the-counter markets under the symbol "RDBN."

About BNC Bancorp and Bank of North Carolina
BNC Bancorp is the parent company of Bank of North Carolina, an approximately $2.9 billion asset commercial bank.  Bank of North Carolina provides banking and financial services to individuals and businesses through its 32 full-service banking offices in North and South Carolina.  Bank of North Carolina is an equal housing lender and its deposits are insured by the FDIC.  BNC Bancorp's stock is quoted in the NASDAQ Capital Market under the symbol "BNCN."

Forward Looking Statements
The press release contains forward-looking statements relating to the financial condition and business of BNC and its subsidiary, Bank of North Carolina and Randolph Bank.  These forward-looking statements involve risks and uncertainties and are based on the beliefs and assumptions of management, and the information available to management at the time that this press release was prepared.  Factors that could cause actual results to differ materially from those contemplated by such forward-looking statements include, among others, the following that may diminish the expected benefits of the merger: (i) general economic or business conditions in the Greensboro-High Point and Burlington MSAs; (ii) greater than expected costs or difficulties related to the integration of Randolph Bank; (iii) unexpected deposit attrition, customer loss or revenue loss following the merger of Randolph Bank; and (iv) the failure to retain or hire key personnel.  Additional factors affecting BNC and Bank of North Carolina are discussed in BNC's filings with the Securities and Exchange Commission (the "SEC"), including its most recent Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q and its Current Reports on Form 8-K.  You may review BNC's SEC filings at www.sec.gov.  Neither BNC nor Randolph Bank undertake a duty to update any forward-looking statements made in this press release.

SOURCE BNC Bancorp

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