Texas United Bancshares, Inc. to Merge With and Into Prosperity Bancshares, Inc.(R)
19 Luglio 2006 - 4:02PM
PR Newswire (US)
Prosperity Bank(R) increases Dallas/Fort Worth presence HOUSTON,
July 19 /PRNewswire-FirstCall/ -- Prosperity Bancshares, Inc.(R)
(NASDAQ:PRSP) announced today the signing of a definitive agreement
to acquire Texas United Bancshares, Inc. (NASDAQ:TXUI), and its
subsidiary banks. Texas United Bancshares, Inc. operates through
four wholly-owned subsidiary banks, State Bank, GNB Financial,
n.a., Gateway National Bank and Northwest Bank, each of which
offers a complete range of banking services. State Bank is
headquartered in La Grange, Texas with 25 full-service banking
centers located in central and south central Texas, including
Austin and Bryan/College Station. GNB Financial is headquartered in
Gainesville, Texas with seven full-service banking centers located
in Cooke, Denton and Ellis counties, north and south of the
Dallas/Fort Worth metroplex. Gateway National Bank is headquartered
in Dallas, Texas with six Dallas area full-service banking centers.
Northwest Bank is located in Roanoke, Texas with five full-service
banking centers located in and around the Dallas/Fort Worth
metroplex. As of June 30, 2006, on a consolidated basis, Texas
United had total assets of $1.818 billion, loans of $1.255 billion,
deposits of $1.323 billion and shareholders' equity of $169.3
million. "We are very pleased to announce our merger agreement with
Texas United Bancshares. We believe Texas United will be an
excellent partner for us as we continue our growth and expansion
across Texas," commented David Zalman, Chairman and Chief Executive
Officer of Prosperity. "This merger significantly advances our goal
to be recognized as a 'True Texas Franchise.' We will have 131
locations within the area of the State's greatest population and
wealth concentration," continued Zalman. Under the terms of the
agreement, Prosperity will issue approximately 10,875,000 shares
for all outstanding shares of Texas United common stock and all
options to acquire Texas United common stock. The transaction
values Texas United at approximately $357.1 million or $32.84 per
share (assuming PRSP stock price of $32.84, the average closing
price of PRSP for the last 20 trading days ending 07/18/06). The
merger has been approved by the Boards of Directors of both
companies and is expected to close during the first quarter of
2007. The transaction is subject to certain conditions, including
the approval by Texas United and Prosperity shareholders and
customary regulatory approvals. Operational integration is
anticipated to begin during the first quarter of 2007. Prosperity
expects that the merger will be accretive to earnings within one
year after operational integration. This estimate does not consider
any anticipated revenue enhancements that may be realized from the
merger. "Our partnership with Texas United significantly enhances
our presence in the Dallas/Fort Worth metroplex and in the fast
growing north Austin area," added Dan Rollins, President and Chief
Operating Officer of Prosperity. "In addition, this marks our first
entry into the Bryan/College Station area, a market that we have
sought to enter." "We certainly think that partnering with
Prosperity is an excellent opportunity for the customers,
shareholders and employees of Texas United Bancshares. Prosperity
is a proven organization committed to Texas banking and shares a
similar operating philosophy. I am proud of what we have
accomplished at Texas United, and look forward to continuing that
success by combining forces with Prosperity," said L. Don
Stricklin, President and Chief Executive Officer of Texas United.
Mr. Stricklin will become a director of Prosperity Bancshares,
Inc.(R) and Prosperity Bank(R) upon consummation of the transaction
and will serve as Vice Chairman and Executive Vice President of
Prosperity Bancshares, Inc.(R) and as Vice Chairman of Prosperity
Bank(R). He has served as President and Chief Executive Officer and
a director of Texas United and its subsidiary banks acquired by
merger since 1996. Prior to joining State Bank, Mr. Stricklin held
numerous management positions in the Bank One community banking
division including Senior Vice President of Bank One Mortgage and
President/CEO of Bank One Abilene. Prior to this, he served as a
National Bank Examiner with the Office of the Comptroller of the
Currency. He received his Bachelor of Business Administration from
Southwest Texas State University. Immediately following the merger,
Prosperity will have a total of one hundred thirty-one (131) full
service banking locations, forty (40) in the Houston CMSA; thirty
(30) in the Dallas/Fort Worth area; fifteen (15) in the Corpus
Christi area; twelve (12) in the Austin area; five (5) in the
Bryan/College Station area; two (2) in east Texas; and twenty-eight
(28) in south and south central Texas. Strategic Rationale and
Economics * Financially and strategically attractive * Enhances
scale * Enhances overall franchise value * Expands presence in
Dallas/Fort Worth Metroplex and Austin * Provides entrance into
Bryan/College Station * GAAP and Cash EPS accretive in 2007 *
Shared operating philosophy * Accretive to book value per share *
Transaction Details * Total consideration: $357.1 million *
Exchange ratio: 1.0000 * Expected closing: 1Q 2007 * Integration
completion: 2Q 2007 * Projected cost saves: 20.0% * Valuation *
Price/book per share ($15.18 share) 2.16x * Price/tangible book per
share ($7.11) 4.62x * Price to LTM EPS ($1.38) 23.8x * Price to
2006 First Call EPS ($1.49) 22.0x * Price to 2007 First Call EPS
($1.68) 19.5x * Price/assets 21.9% * Deposit premium 24.0% *
Financial and Legal Advisors * Prosperity Bancshares, Inc.: *
Legal: Bracewell & Giuliani LLP * Financial: Keefe, Bruyette
& Woods, Inc. * Texas United Bancshares, Inc.: * Legal: Powell
Goldstein LLP * Financial: Hoefer & Arnett, Inc. Sterne, Agee
& Leach, Inc. A complete investor presentation is available on
Prosperity's website, http://www.prosperitybanktx.com/. Conference
Call Prosperity's management team will host a conference call on
Friday, July 21, 2006 at 10:30 a.m. Eastern Daylight Time (9:30
a.m. Central Daylight Time) to discuss their earnings results, the
proposed merger with Texas United Bancshares, Inc., the recently
completed merger with SNB Bancshares, Inc., business trends and
their outlook for the remainder of 2006. Individuals and investment
professionals may participate in the call by dialing
1-800-362-0571. Alternatively, individuals and investment
professionals may listen to the live webcast of the presentation by
visiting Prosperity's website at http://www.prosperitybanktx.com/.
The webcast may be accessed directly from Prosperity's Investor
Relations page by clicking on the "2nd Quarter Results and Webcast"
link. Prosperity Bancshares Inc.(R) Prosperity Bancshares(R), a
$4.5 billion Houston, Texas-based regional financial holding
company, formed in 1983, was named to the Keefe Bruyette &
Woods, Inc. 2005 Honor Roll for achieving exceptional earnings per
share growth for the past 10 years. Other recent honors include
being named to the Sandler O'Neill & Partners 2005 Bank and
Thrift Small All Stars, listed in US Banker's August 2005 Top 100
Publicly Traded Mid-Tier Banks, ranked #2 out of 195 publicly
traded companies in the 2005 Stephens, Inc. Bank and Thrift
Performance Matrix and the Houston Chronicle's Houston 100 list.
Operating under a community banking philosophy, Prosperity seeks to
develop broad customer relationships based on service and
convenience. Prosperity offers a variety of traditional loan and
deposit products to its customers, which consist primarily of
consumers and small and medium sized businesses. In addition to
established banking products, Prosperity offers a complete line of
services including: Internet Banking services at
http://www.prosperitybanktx.com/, Retail Brokerage Services,
MasterMoney Debit Cards and 24 hour voice response banking.
Prosperity currently operates eighty-eight (88) full service
banking locations, thirty-eight (38) in the Houston CMSA; fifteen
(15) in the Corpus Christi area; eleven (11) in the Dallas/Fort
Worth area; five (5) in the Austin area; two (2) in East Texas; and
seventeen (17) in fifteen contiguous counties south and southwest
of Houston generally along the NAFTA highway. In connection with
the proposed merger of Texas United Bancshares, Inc. into
Prosperity Bancshares, Inc., Prosperity will file with the
Securities and Exchange Commission a registration statement on Form
S-4 to register the shares of Prosperity's common stock to be
issued to the shareholders of Texas United. The registration
statement will include a joint proxy statement/prospectus which
will be sent to the shareholders of Texas United and the
shareholders of Prosperity seeking their approval of the proposed
transaction. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE
REGISTRATION STATEMENT ON FORM S-4 AND THE JOINT PROXY
STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON
FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IN CONNECTION WITH THE PROPOSED
TRANSACTION, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT
PROSPERITY, TEXAS UNITED AND THE PROPOSED TRANSACTION. Investors
and security holders may obtain free copies of these documents
through the website maintained by the Securities and Exchange
Commission at http://www.sec.gov/. Documents filed with the SEC by
Prosperity will be available free of charge by directing a request
by telephone or mail to Prosperity Bancshares, Inc., Prosperity
Bank Plaza, 4295 San Felipe, Houston, Texas 77027 Attn: Investor
Relations. Prosperity's telephone number is (281) 269-7199.
Documents filed with the SEC by Texas United will be available free
of charge by directing a request by telephone or mail to Texas
United Bancshares, Inc., 109 North Main Street, La Grange, Texas
78945. Texas United's telephone number is (979) 968-7294. The
directors, executive officers, and certain other members of
management of Texas United and Prosperity may be soliciting proxies
in favor of the merger from the companies' respective shareholders.
Information about Texas United's directors, executive officers, and
members of management is set forth in the proxy statement for Texas
United's 2005 Annual Meeting of Shareholders, which is available on
its website, http//http://www.txui.com/, and at the address
provided in the preceding paragraph. Information about Prosperity's
directors, executive officers and members of management is set
forth in the proxy statement for Prosperity's 2005 Annual Meeting
of Shareholders, which is available on its website,
http://www.prosperitybanktx.com/, and at the address provided in
the preceding paragraph. "Safe Harbor" Statement under the Private
Securities Litigation Reform Act of 1995: This release contains,
and the remarks by our management on the conference call may
contain, forward-looking statements within the meaning of the
securities laws that are based on current expectations,
assumptions' estimates and projections about Prosperity
Bancshares(R), and its subsidiaries. These forward-looking
statements are not guarantees of future performance and are subject
to risks and uncertainties, many of which are outside of
Prosperity's control, that may cause actual results to differ
materially from those expressed or implied by the forward-looking
statements. These risks and uncertainties include but are not
limited to the risk that the businesses of Prosperity and Texas
United will not be integrated successfully or such integration may
be more difficult, time-consuming or costly than expected; expected
revenue synergies and cost savings from the merger may not be fully
realized or realized within the expected time frame; revenues
following the merger may be lower than expected; deposit attrition,
operating costs, customer loss and business disruption following
the merger, including, without limitation, difficulties in
maintaining relationships with employees, may be greater than
expected; the ability to obtain regulatory approvals of the merger
on the proposed terms and schedule; the failure of Prosperity's or
Texas United's shareholders to approve the merger agreement;
continue to provide products and services that appeal to our
customers; access to debt and equity capital markets we may be
limited or not available; and our sales objectives may not be
achieved. Other risks include the possibility that credit quality
could deteriorate; actions of competitors; changes in laws and
regulations (including changes in governmental interpretations of
regulations and changes in accounting standards); customer and
consumer demand, including customer and consumer response to
marketing; effectiveness of spending, investments or programs;
fluctuations in the cost and availability of supply chain
resources; economic conditions, including currency rate
fluctuations and interest rate fluctuations; weather; and the stock
price volatility associated with "small-cap" companies. These and
various other factors are discussed in our most recent Annual
Report on Form 10-K and other reports and statements we have filed
with the SEC. Copies of Prosperity Bancshares's (R) SEC filings may
be downloaded from the Internet at no charge from
http://www.prosperitybanktx.com/. DATASOURCE: Prosperity
Bancshares, Inc.; Texas United Bancshares, Inc. CONTACT: Dan
Rollins, President & Chief Operating Officer, of Prosperity
Bancshares, Inc., +1-281-269-7199, ; Don Stricklin President &
Chief Executive Officer, of Texas United Bancshares, Inc.,
+1-979-968-7214, Web site: http://www.prosperitybanktx.com/
http://www.txui.com/
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