ABILENE, Texas, Oct. 12, 2017 /PRNewswire/ -- First
Financial Bankshares, Inc. (NASDAQ: FFIN) today announced that it
has entered into a definitive agreement to acquire Commercial
Bancshares, Inc. and its wholly-owned subsidiary, Commercial State
Bank, Kingwood, Texas.
Subject to the terms and conditions of the definitive agreement,
First Financial Bankshares anticipates that the acquisition
consideration will consist solely of First Financial Bankshares
common stock totaling $59.4 million.
In addition, prior to closing, Commercial Bancshares, Inc. expects
to pay a special dividend of approximately $15.6 million to its shareholders, which may be
increased or decreased in accordance with the terms of the
definitive agreement. Pending regulatory and shareholder approval,
the acquisition is expected to be finalized in the first quarter of
2018.
The acquisition of Commercial State Bank expands First Financial
Bankshares' growing Texas
footprint into the cities of Kingwood, Fulshear, El
Campo and Palacios, Texas,
all located just outside the Houston metroplex.
"We are very excited about this opportunity to expand our
footprint around Houston," said
F. Scott Dueser, Chairman, President
and CEO of First Financial Bankshares. "Commercial State Bank is a
well-managed bank that has experienced solid growth in assets and
earnings and we believe it has excellent growth potential. We are
most impressed with their management and board, who share our same
values, philosophies and commitment to outstanding customer
service."
"This is a very strategic acquisition for our company to
strengthen our footprint around Houston, where several large companies are
moving. Once this acquisition is completed, we will have banking
operations throughout Texas with
73 locations that span from Hereford in the Panhandle to Orange in southeast Texas. We welcome this opportunity to bring
our expanded banking and wealth management services to this new
market by adding Commercial State Bank to the financially strong
and growing First Financial Bankshares family," Dueser added.
As of September 30, 2017,
Commercial State Bank had total assets of $366.8 million, total loans of $263.8 million and total deposits of $322.1 million.
"Joining with First Financial Bankshares will mean new and
expanded products and services for our customers and greater
opportunities for our employees while allowing us to maintain our
focus on serving our communities and making banking decisions on a
local basis," said Harry J. Brooks,
Chairman and CEO of Commercial Bancshares, Inc. "Our bank
will continue to have the same friendly people and the same
commitment to being involved in the community, but with the added
resources of a highly respected, larger banking organization.
We will soon be able to offer an expanded array of depository
products, including state-of-the-art mobile banking and treasury
management services, a larger lending capacity and trust
services."
About First Financial Bankshares
Headquartered in Abilene,
Texas, First Financial Bankshares is a financial holding
company that through its subsidiary, First Financial Bank, N.A.,
operates multiple banking regions with 69 locations in Texas including Abilene, Acton, Albany, Aledo, Alvarado, Beaumont, Boyd, Bridgeport, Brock, Burleson, Cisco, Cleburne, Clyde, Conroe, Cut and Shoot, Decatur, Eastland, Fort
Worth, Glen Rose,
Granbury, Grapevine, Hereford, Huntsville, Keller, Magnolia, Mauriceville, Merkel, Midlothian, Mineral
Wells, Montgomery,
Moran, New Waverly, Newton, Odessa, Orange, Port
Arthur, Ranger,
Rising Star, Roby, San Angelo,
Southlake, Stephenville, Sweetwater, Tomball, Trent, Trophy Club, Vidor, Waxahachie, Weatherford, Willis, and Willow
Park. The Company also operates First Financial Trust &
Asset Management Company, N.A., with seven locations and First
Technology Services, Inc., a technology operating company.
The Company is listed on The NASDAQ Global Select Market under
the trading symbol FFIN. For more information about First
Financial Bankshares, please visit our website at
http://www.ffin.com.
Important Additional Information
The information contained herein does not constitute an offer to
sell or a solicitation of an offer to buy any securities or a
solicitation of any vote or approval.
In connection with the proposed transaction, First Financial
Bankshares intends to file with the Securities and Exchange
Commission ("SEC") a registration statement on Form S-4 to register
the shares of First Financial Bankshares common stock to be issued
to Commercial Bancshares, Inc. stockholders. The registration
statement will include a proxy statement/prospectus, which will be
sent to the stockholders of Commercial Bancshares, Inc. seeking
their approval of the proposed transaction.
WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION
STATEMENT ON FORM S-4, THE PROXY STATEMENT/PROSPECTUS INCLUDED
WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER
RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE
PROPOSED TRANSACTION BECAUSE THEY CONTAIN IMPORTANT INFORMATION
ABOUT FIRST FINANCIAL BANKSHARES, COMMERCIAL BANCSHARES, INC. AND
THE PROPOSED TRANSACTION.
Investors and security holders may obtain free copies of these
documents, when filed, through the website maintained by the SEC at
http://www.sec.gov. Documents filed with the SEC by First Financial
Bankshares will be available free of charge by directing a request
by telephone or mail to First Financial Bankshares, Inc., 400 Pine
Street, Abilene, Texas 79601,
Attn: Investor Relations. First Financial Bankshares' telephone
number is 325-627-7155 or on First Financial Bankshares' website at
www.ffin.com, under the tab "Investor Relations".
First Financial Bankshares, Commercial Bancshares, Inc. and
certain of their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from
Commercial Bancshares, Inc.'s shareholders in connection with the
proposed transaction under the rules of the SEC. Information
about the directors and executive officers of First Financial
Bankshares is set forth in the proxy statement for First Financial
Bankshares's 2017 annual meeting of shareholders, as filed with the
SEC on Schedule 14A on March 1,
2017. Free copies of this document may be obtained free of
charge as described in the preceding paragraph. Additional
information regarding the interests of these participants and other
persons who may be deemed participants in the transaction may be
obtained by reading the proxy statement/prospectus regarding the
proposed transaction when it becomes available.
Forward Looking Statement
Certain statements contained herein may be considered
"forward-looking statements" as defined in the Private Securities
Litigation Reform Act of 1995. These statements are based
upon the belief of the Company's management, as well as assumptions
made beyond information currently available to the Company's
management, and may be, but not necessarily are, identified by such
words as "expect", "plan", "anticipate", "target", "forecast" and
"goal". Because such "forward-looking statements" are subject
to risks and uncertainties, actual results may differ materially
from those expressed or implied by such forward-looking
statements. Factors that could cause actual results to differ
materially from the Company's expectations include competition from
other financial institutions and financial holding companies; the
effects of and changes in trade, monetary and fiscal policies and
laws, including interest rate policies of the Federal Reserve
Board; changes in the demand for loans; fluctuations in value of
collateral and loan reserves; inflation, interest rate, market and
monetary fluctuations; changes in consumer spending, borrowing and
savings habits; and acquisitions and integration of acquired
businesses, and similar variables. Other key risks are
described in the Company's reports filed with the Securities and
Exchange Commission, which may be obtained under "Investor
Relations-Documents/Filings" on the Company's Web site or by
writing or calling the Company at 325.627.7155. Except as
otherwise stated in this news announcement, the Company does not
undertake any obligation to update publicly or revise any
forward-looking statements because of new information, future
events or otherwise.
View original
content:http://www.prnewswire.com/news-releases/first-financial-bankshares-to-acquire-commercial-bancshares-inc-kingwood-texas-300535990.html
SOURCE First Financial Bankshares, Inc.