PLANO, Texas, Oct. 21, 2019 /PRNewswire/ -- LegacyTexas
Financial Group, Inc. (Nasdaq: LTXB) ("LegacyTexas") today
announced that it has notified NASDAQ of the anticipated effective
date of the previously-announced proposed merger (the "merger")
with Prosperity Bancshares, Inc. ('Prosperity") contemplated by
that certain Agreement and Plan of Reorganization, dated as of
June 16, 2019. LegacyTexas
anticipates that the merger will be effective as of November 1, 2019, subject to the approval of the
shareholders of Prosperity and the stockholders of LegacyTexas and
the satisfaction or waiver of the other closing conditions
described in the definitive merger agreement.
Following completion of the merger, the common stock of
LegacyTexas will cease to be listed on the NASDAQ and will be
deregistered under the Securities Exchange Act of 1934, as
amended.
About LegacyTexas Financial Group, Inc.
LegacyTexas Financial Group, Inc. is the holding company for
LegacyTexas Bank, a commercially oriented community bank based
in Plano, Texas. LegacyTexas
Bank operates 42 banking offices in the Dallas/Fort Worth Metroplex
and surrounding counties. For more information, please
visit www.LegacyTexasFinancialGroup.com.
Cautionary Notes on Forward-Looking Statements
This communication contains statements which, to the extent
they are not statements of historical fact, constitute
"forward-looking statements" within the meaning of the federal
securities laws, including Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. From time to time, oral or written
forward-looking statements may also be included in other
information released to the public. Such statements are typically,
but not exclusively, identified by the use in the statements of
words or phrases such as "aim," "anticipate," "estimate," "expect,"
"goal," "guidance," "intend," "is anticipated," "is expected," "is
intended," "objective," "plan," "projected," "projection," "will
affect," "will be," "will continue," "will decrease," "will grow,"
"will impact," "will increase," "will incur," "will reduce," "will
remain," "will result," "would be," variations of such words or
phrases (including where the word "could," "may," or "would" is
used rather than the word "will" in a phrase) and similar words and
phrases indicating that the statement addresses some future result,
occurrence, plan or objective. These forward-looking statements may
include information relating to the Company's expectations
regarding the delisting of its common stock and the closing of the
transactions under the merger agreement.
The forward-looking statements are based on expectations and
assumptions Prosperity and LegacyTexas currently believe to be
valid. Because forward-looking statements relate to future results
and occurrences, they are subject to inherent uncertainties, risks
and changes in circumstances that are difficult to predict. Many
possible events or factors could adversely affect the future
financial results and performance of Prosperity, LegacyTexas or the
combined company and could cause those results or performance to
differ materially from those expressed in the forward-looking
statements. Such risks and uncertainties include, among others: the
occurrence of any event, change or other circumstance that could
give rise to the right of one or both of the parties to terminate
the merger agreement, the outcome of any legal proceedings that may
be instituted against Prosperity or LegacyTexas, delays in
completing the transaction, the failure to obtain necessary
regulatory approvals (and the risk that such approvals may result
in the imposition of conditions that could adversely affect the
combined company or the expected benefits of the transaction) or
shareholder approvals or to satisfy any of the other conditions to
the transaction on a timely basis or at all, the possibility that
the anticipated benefits of the transaction are not realized when
expected or at all, including as a result of the impact of, or
problems arising from, the integration of the two companies or as a
result of the strength of the economy and competitive factors
generally, or specifically in the Dallas/Fort Worth area where LegacyTexas does
a majority of its business and Prosperity has a significant
presence, the possibility that the transaction may be more
expensive to complete than anticipated, including as a result of
unexpected factors or events, diversion of management's attention
from ongoing business operations and opportunities, potential
adverse reactions or changes to business or employee relationships,
including those resulting from the announcement or completion of
the transaction, Prosperity's ability to complete the acquisition
and integration of LegacyTexas successfully, and the dilution
caused by Prosperity's issuance of additional shares of its common
stock in connection with the transaction. Each of Prosperity and
LegacyTexas disclaims any obligation to update such factors or to
publicly announce the results of any revisions to any of the
forward-looking statements included herein to reflect future events
or developments. Further information on Prosperity, LegacyTexas and
factors which could affect the forward-looking statements contained
herein can be found in Prosperity's Annual Report on Form 10-K for
the fiscal year ended December 31,
2018, its Quarterly Report on Form 10-Q for the three- and
six-month periods ended June 30, 2019
and its other filings with the Securities and Exchange Commission
("SEC"), and in LegacyTexas' Annual Report on Form 10-K for the
fiscal year ended December 31, 2018,
its Quarterly Report on Form 10-Q for the three- and six-month
periods ended June 30, 2019 and its
other filings with the SEC.
Additional Information About the Merger and Where to Find
It
In connection with the proposed merger of LegacyTexas into
Prosperity, Prosperity has filed with the SEC a registration
statement on Form S-4 to register the shares of Prosperity common
stock to be issued to the stockholders of LegacyTexas. The
registration statement includes a joint proxy statement/prospectus
which has been sent to the stockholders of LegacyTexas 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, 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,
LEGACYTEXAS AND THE PROPOSED TRANSACTION.
Investors and security holders may obtain free copies of these
documents through the website maintained by the SEC at
http://www.sec.gov. Documents filed with the SEC by LegacyTexas
will be available free of charge by directing a request by
telephone or mail to LegacyTexas Financial Group, Inc., 5851 Legacy
Circle, Suite 1200, Plano, Texas
75024, 972-578-5000.
Participants in the Solicitation
Prosperity, LegacyTexas and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the shareholders of Prosperity and the
stockholders of LegacyTexas in connection with the proposed
transaction. Certain information regarding the interests of these
participants and a description of their direct and indirect
interests, by security holdings or otherwise, is included in the
joint proxy statement/prospectus regarding the proposed transaction
filed with the SEC by Prosperity and LegacyTexas. Additional
information about Prosperity and its directors and executive
officers may be found in the definitive proxy statement of
Prosperity relating to its 2019 Annual Meeting of Shareholders
filed with the SEC on March 14, 2019, and other documents
filed by Prosperity with the SEC. Additional information about
LegacyTexas and its directors and executive officers may be found
in the definitive proxy statement of LegacyTexas relating to its
2019 Annual Meeting of Stockholders filed with the SEC on
April 12, 2019, and other documents filed by LegacyTexas with
the SEC. These documents can be obtained free of charge from the
sources described above.
No Offer or Solicitation
This communication is for informational purposes only and is not
intended to and does not constitute an offer to subscribe for, buy
or sell, or the solicitation of an offer to subscribe for, buy or
sell, or an invitation to subscribe for, buy or sell any securities
or a solicitation of any vote or approval in any jurisdiction, nor
shall there be any sale, issuance or transfer of securities in any
jurisdiction in which such offer, invitation, sale or solicitation
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended, and otherwise in accordance with applicable law.
View original content to download
multimedia:http://www.prnewswire.com/news-releases/legacytexas-financial-group-inc-announces-anticipated-effective-date-of-merger-with-prosperity-bancshares-inc-and-intention-to-delist-its-common-stock-300942302.html
SOURCE LegacyTexas Financial Group, Inc.