Stockholders of Heritage Financial Group, Inc. Approve Merger with Renasant Corporation
June 16 2015 - 5:10PM
Business Wire
Heritage Financial Group, Inc. (NASDAQ: HBOS), the holding
company for HeritageBank of the South, today announced that its
shareholders voted to approve the merger of Heritage Financial
Group, Inc. ("Heritage") with and into Renasant Corporation
(NASDAQ: RNST) ("Renasant"). On March 13, 2015, Renasant announced
that it had received all regulatory approvals, including approval
from the Federal Deposit Insurance Corporation and the Federal
Reserve, necessary to complete the proposed merger of Heritage with
and into Renasant pursuant to the Agreement and Plan of Merger
dated as of December 10, 2014, by and among Renasant, Renasant
Bank, Heritage and HeritageBank of the South. Subject to the
satisfaction of other customary closing conditions contained in the
merger agreement, the merger is expected to be completed on July 1,
2015.
About Heritage Financial Group, Inc. and HeritageBank of the
South
Heritage Financial Group, Inc. is the holding company for
HeritageBank of the South, a community-oriented bank serving
primarily Georgia, Florida and Alabama through 36 banking
locations, 21 mortgage offices, and 5 investment offices. As of
March 31, 2015, the Company reported total assets of approximately
$1.8 billion and total stockholders' equity of approximately $164
million. For more information about Heritage, visit HeritageBank of
the South on the Web at www.eheritagebank.com under the "Investors"
tab.
Additional Information about the Renasant/Heritage
Transaction
This release is being made in respect of the proposed merger of
Heritage with and into Renasant (the "Merger"). In connection with
the proposed Merger, Renasant and Heritage filed with the
Securities and Exchange Commission (the "SEC") a definitive joint
proxy statement of Renasant and Heritage, which also constitutes a
definitive prospectus for Renasant, on May 1, 2015, and may file
other relevant documents concerning the proposed Merger. This
release 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. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION,
INVESTORS ARE URGED TO READ THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE
SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY
REFERENCE IN THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT RENASANT,
HERITAGE AND THE PROPOSED MERGER. The definitive joint proxy
statement/prospectus was mailed to shareholders of Renasant and
stockholders of Heritage on or about May 1, 2015. Investors may
also obtain copies of the definitive joint proxy
statement/prospectus and other relevant documents (when they become
available) free of charge at the SEC's website (www.sec.gov). In
addition, documents filed with the SEC by Renasant are available
free of charge from Kevin Chapman, Chief Financial Officer,
Renasant Corporation, 209 Troy Street, Tupelo, Mississippi
38804-4827, telephone: (662) 680-1450. Documents filed with the SEC
by Heritage are available free of charge from Heritage by
contacting T. Heath Fountain, Chief Financial Officer, Heritage
Financial Group, Inc., 721 N. Westover Blvd, Albany, Georgia,
telephone: (229) 878-2055.
"Safe Harbor" Statement Under the Private Securities
Litigation Reform Act of 1995:
This release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Congress passed the Private Securities Litigation Act of 1995 in an
effort to encourage companies to provide information about their
anticipated future financial performance. This act provides a safe
harbor for such disclosure, which protects a company from
unwarranted litigation if actual results are different from
management expectations. This release reflects the current views
and estimates of future economic circumstances, industry
conditions, company performance, and financial results of the
management of Renasant and Heritage. These forward-looking
statements are subject to a number of factors and uncertainties
which could cause Renasant's, Heritage's or the combined company's
actual results and experience to differ from the anticipated
results and expectations expressed in such forward-looking
statements, and such differences may be material. Forward-looking
statements speak only as of the date they are made and neither
Renasant nor Heritage assumes any duty to update forward-looking
statements, unless required by applicable law. In addition to
factors previously disclosed in Renasant's and Heritage's reports
filed with the SEC and those identified elsewhere in this release,
these forward-looking statements include, but are not limited to,
statements about (i) the expected benefits of the transaction
between Renasant and Heritage and between Renasant Bank and
HeritageBank of the South, including future financial and operating
results, cost savings, enhanced revenues and the expected market
position of the combined company that may be realized from the
transaction, and (ii) Renasant's and Heritage's plans, objectives,
expectations and intentions and other statements contained in this
release that are not historical facts. Other statements identified
by words such as "expects," "anticipates," "intends," "plans,"
"believes," "seeks," "estimates," "targets," "projects" or words of
similar meaning generally are intended to identify forward-looking
statements. These statements are based upon the current beliefs and
expectations of Renasant's and Heritage's management and are
inherently subject to significant business, economic and
competitive risks and uncertainties, many of which are beyond their
respective control. In addition, these forward-looking statements
are subject to assumptions with respect to future business
strategies and decisions that are subject to change.
Actual results may differ from those indicated or implied in the
forward-looking statements and such differences may be
material.
The following risks, among others, could cause actual results to
differ materially from the anticipated results or other
expectations expressed in the forward-looking statements: (1) the
businesses of Renasant and Heritage may not be integrated
successfully or the integration may be more difficult,
time-consuming or costly than expected; (2) the expected growth
opportunities or costs savings from the transaction may not be
fully realized or may take longer to realize than expected; (3)
revenues following the transaction may be lower than expected as a
result of losses of customers or other reasons, including issues
arising in connection with Heritage's integration of Alarion
Financial Services, Inc.; (4) deposit attrition, operating costs,
customer loss and business disruption following the transaction,
including difficulties in maintaining relationships with employees,
may be greater than expected; (5) governmental approvals of the
transaction may not be obtained on the proposed terms or expected
timeframe; (6) reputational risks and the reaction of the
companies' customers to the transaction; (7) diversion of
management time on merger related issues; (8) changes in asset
quality and credit risk; (9) the cost and availability of capital;
(10) customer acceptance of the combined company's products and
services; (11) customer borrowing, repayment, investment and
deposit practices; (12) the outcome of pending litigation against,
among others, Heritage, the current members of its board of
directors, HeritageBank of the South, Renasant and Renasant Bank;
(13) the introduction, withdrawal, success and timing of business
initiatives; (14) the impact, extent, and timing of technological
changes; (15) severe catastrophic events in our geographic area;
(16) a weakening of the economies in which the combined company
will conduct operations may adversely affect its operating results;
(17) the U.S. legal and regulatory framework, including those
associated with the Dodd Frank Wall Street Reform and Consumer
Protection Act, could adversely affect the operating results of the
combined company; (18) the interest rate environment may compress
margins and adversely affect net interest income; and (19)
competition from other financial services companies in the
companies' markets could adversely affect operations. Additional
factors that could cause Renasant's and Heritage's results to
differ materially from those described in the forward-looking
statements can be found in Renasant's and Heritage's reports (such
as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K) filed with the SEC and available at
the SEC's website (www.sec.gov). All subsequent written and oral
forward-looking statements concerning Renasant, Heritage or the
proposed Merger or other matters and attributable to Renasant,
Heritage or any person acting on either of their behalf are
expressly qualified in their entirety by the cautionary statements
above. Renasant and Heritage do not undertake any obligation to
update any forward-looking statement, whether written or oral, to
reflect circumstances or events that occur after the date the
forward-looking statements are made, except as may be required by
applicable law.
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version on businesswire.com: http://www.businesswire.com/news/home/20150616006708/en/
Heritage Financial Group, Inc.T. Heath Fountain,
229-878-2055Executive Vice President andChief Financial Officer
Heritage Financial (NASDAQ:HBOS)
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