TUPELO, Miss., March 5, 2019 /PRNewswire/ -- BancorpSouth Bank (BXS) announced today the signing of a definitive merger agreement with Van Alstyne Financial Corporation, the parent company of Texas Star Bank (collectively referred to as "Texas Star"), pursuant to which Texas Star will be merged with and into BancorpSouth Bank.
Texas Star, which was founded in 1890 in Van Alstyne, Texas, operates eight locations, including seven full-service banking offices in Collin and Grayson counties in Texas, and one loan production office in Durant, Oklahoma. The merger will expand BancorpSouth's presence in the Dallas-Fort Worth, Texas CMSA, giving it a total of seven full-service banking locations in the market, as well as additional locations north of Dallas, Texas, and a location in Oklahoma.
As of December 31, 2018 (unaudited), Texas Star, on a consolidated basis, reported total assets of $378 million, total loans of $317 million and total deposits of $329 million. Upon the consummation of this acquisition as well as the previously announced acquisition of Casey Bancorp Inc., BancorpSouth Bank will have 71 full-service banking offices, five mortgage loan production offices and four insurance offices in Texas with total deposits in Texas of approximately $3.5 billion and total loans of approximately $3.9 billion.
Under the terms of the merger agreement, BancorpSouth Bank will issue 2.1 million shares of BancorpSouth Bank common stock, plus $20.5 million in cash, for all outstanding shares of Van Alstyne Financial Corporation capital stock, subject to certain conditions and potential adjustments. The terms of the merger agreement provide for a collar with respect to the total deal value ranging from $80.0 million to $86.7 million. If necessary, the share count may be adjusted downward or the cash consideration may be adjusted upward to accommodate the respective boundaries of the collar.
"We're excited to announce our plans to combine with Texas Star Bank," stated Dan Rollins, Chairman and Chief Executive Officer of BancorpSouth Bank. "This is a great opportunity for us to expand our presence in the booming Dallas-Fort Worth area. Texas Star is a well-established bank with a strong customer base and deep relationships within its communities. We're looking forward to introducing our products and services to Texas Star's customers and continuing the progress that its leadership team has already made in supporting the local communities."
Randle Jones, President of Texas Star Bank, said "We are pleased to be partnering with a regional bank that shares our commitment to providing excellent customer service and being involved in its communities. This merger is an important milestone in our bank's nearly 130-year history and will position us for continued success."
The merger has been unanimously approved by the boards of directors of both companies. The closing of the transaction is subject to certain conditions, including the approval by Texas Star shareholders and the receipt of customary regulatory approvals. The transaction is anticipated to close during the second half of 2019, pending regulatory approval and satisfaction of the other customary closing conditions.
Texas Star was advised in this transaction by Piper Jaffray & Co. as financial advisor and Fenimore, Kay, Harrison & Ford, LLP as legal counsel. Alston & Bird LLP and Waller Lansden Dortch & Davis served as legal counsel to BancorpSouth Bank.
In addition to the information contained within this News Release, an Investor Presentation has been posted on BancorpSouth Bank's Investor Relations page on its website (www.bancorpsouth.investorroom.com) and has been furnished as an exhibit to a Form 8-K filed with the Federal Deposit Insurance Corporation ("FDIC"). The presentation contains additional information regarding the merger with Texas Star.
About BancorpSouth Bank
BancorpSouth Bank (BXS) is headquartered in Tupelo, Mississippi, with approximately $18 billion in assets. BancorpSouth operates approximately 285 full-service branch locations as well as additional mortgage, insurance and loan production offices in Alabama, Arkansas, Florida, Louisiana, Mississippi, Missouri, Tennessee and Texas, including an insurance location in Illinois. BancorpSouth is committed to a culture of respect, diversity and inclusion in both its workplace and communities. To learn more, visit our Community Commitment page at www.bancorpsouth.com; "Like" us on Facebook; follow us on Twitter (@MyBXS); or connect with us through LinkedIn.
This communication is being made in respect of the proposed merger transaction involving BancorpSouth Bank and Texas Star. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. In connection with the proposed merger, BancorpSouth Bank and Texas Star will deliver a proxy statement and related offering materials to the shareholders of Texas Star seeking approval of the merger and related matters. Shareholders of Texas Star are encouraged to read the proxy statement and offering materials carefully in their entirety when they become available because they will contain important information about the merger, BancorpSouth Bank and Texas Star. The proxy statement and related offering materials will also be made available without charge from the Corporate Secretary of each of BancorpSouth Bank and Texas Star.
BancorpSouth Bank and Texas Star, and certain of their respective directors, executive officers and other members of management and employees, may be deemed to be participants in the solicitation of proxies from the shareholders of Texas Star in respect of the proposed merger transaction. Certain information about the directors and executive officers of BancorpSouth Bank is set forth in its Annual Report on Form 10-K for the year ended December 31, 2018, which was filed with the FDIC on February 28, 2019 and its proxy statement for its 2018 annual meeting of shareholders, which was filed with the FDIC on March 23, 2018. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the proxy statement and related offering materials when they become available.
Forward Looking Statements
Certain statements contained in this news release may not be based upon historical facts and are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may be identified by their reference to a future period or periods or by the use of forward-looking terminology such as "anticipate," "believe," "could," "continue," "seek," "intend," "estimate," "expect," "foresee," "hope," "intend," "may," "might," "plan," "should," "predict," "project," "goal," "outlook," "potential," "will," "will result," "will likely result," or "would" or future or conditional verb tenses and variations or negatives of such terms. These forward-looking statements include, without limitation, those relating to the terms, timing and closing of the proposed merger with Texas Star, the benefits and synergies expected from the proposed merger with Texas Star, and the ability of BancorpSouth Bank to close the proposed merger with Texas Star in a timely manner or at all.
BancorpSouth Bank cautions readers not to place undue reliance on the forward-looking statements contained in this news release, in that actual results could differ materially from those indicated in such forward-looking statements as a result of a variety of factors, many of which are beyond the control of BancorpSouth Bank. These factors may include, but are not limited to, the ability of BancorpSouth Bank to close the proposed merger with Texas Star, the ability of BancorpSouth Bank or Texas Star to satisfy the conditions to the closing of the proposed merger, failure to obtain approval of the proposed merger from Texas Star's shareholders, the ability of BancorpSouth Bank to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed merger with Texas Star, the potential impact upon BancorpSouth Bank of any delay in the closing of the proposed merger, the possibility that any of the anticipated benefits and synergies of the proposed merger with Texas Star will not be realized or will not be realized as expected, the acceptance by customers of Texas Star of BancorpSouth Bank's products and services if the proposed merger closes, the failure of the proposed merger with Texas Star to close for any other reason, the effect of the announcement of the proposed merger on BancorpSouth Bank's operating results, the possibility that the proposed merger may be more expensive or time-consuming to complete than anticipated, including as a result of unexpected factors or events and the impact of all other factors generally understood to affect the assets, business, cash flows, financial condition, liquidity, prospects or results of operations of financial services companies and other factors that were previously detailed from time to time in BancorpSouth Bank's press and news releases, reports and other filings with the FDIC. Forward-looking statements speak only as of the date they were made, and, except as required by law, BancorpSouth Bank does not undertake any obligation to update or revise forward-looking statements to reflect events or circumstances that occur after the date of this news release.