Southside Bancshares, Inc. (Nasdaq:SBSI), parent company of Tyler,
Texas-based Southside Bank, and OmniAmerican Bancorp, Inc.
(Nasdaq:OABC), the holding company for Fort Worth, Texas-based
OmniAmerican Bank, announced today that they have signed a
definitive agreement under which OmniAmerican will merge into
Southside. The combined company will have nearly $5 billion in
assets and will be the ninth-largest bank headquartered in Texas,
by deposits.
Under the terms of the agreement, OmniAmerican shareholders will
receive 0.4459 shares of Southside common stock plus $13.125 in
cash for each outstanding share of OmniAmerican common stock.
Based on Southside's closing stock price of $30.46 on April
28, 2014, the per share value of consideration to OmniAmerican
shareholders would be $26.71. The transaction is currently
valued at approximately $307 million in aggregate.
"This merger of two strong institutions is a superb strategic
fit, creating a well-capitalized, community-oriented bank with a
major presence in East Texas, Central Texas, and now Fort Worth,"
said Sam Dawson, President and CEO of Southside Bank and SBSI. "We
see tremendous growth potential in Fort Worth, as well as powerful
synergies from teaming up with one another. We are excited to
partner with OmniAmerican Bank, which shares with us a proud
tradition of outstanding customer service and an unsurpassed
community commitment."
The merger has been unanimously approved by the boards of
directors of both companies and is expected to close during the
fourth quarter of 2014, after receipt of regulatory approvals, the
approval of the shareholders of OmniAmerican Bancorp, Inc. and
Southside Bancshares, Inc., and the satisfaction of other customary
closing conditions. The combined entity will operate under the
names Southside Bancshares, Inc. and Southside Bank.
All of OmniAmerican's executive management team will remain in
place after the merger, assuring the continuity of local decision
making. OmniAmerican executives will assume the following titles:
Tim Carter – President, North Texas Region; Deborah Wilkinson –
Executive Vice President, Finance; Anne Holland – Executive Vice
President, Senior Lending Officer North Texas; and T.L. Arnold –
Executive Vice President, Senior Credit Officer North
Texas.
"Both banks have well-aligned community banking philosophies,
clean balance sheets, strong boards and seasoned management teams,"
said Tim Carter, President and CEO of OmniAmerican Bank, who will
become President of the North Texas Region for Southside upon
completion of the merger. "Bringing together our branch network and
Fort Worth presence with Southside Bank's 50 facilities in Texas
gives us a dynamic foundation to serve our commercial, mortgage and
consumer customers with even greater convenience, expanded product
and service offerings, and additional lending capacity. This merger
is a great outcome for our company's shareholders and positions us
well for sustainable success over the long term."
The transaction is expected to be accretive to earnings per
share in the first full year after closing. The pro forma company
is expected to be well-capitalized following the transaction.
Southside Bancshares, Inc. was advised in this transaction by
Keefe, Bruyette & Woods, A Stifel Company, as financial advisor
and Alston & Bird LLP as legal counsel. OmniAmerican Bancorp,
Inc. was advised by Sandler O'Neill + Partners, L.P. as financial
advisor and Haynes and Boone, LLP as legal counsel.
In addition to the information contained in this press release,
on April 29, 2014, Southside and OmniAmerican will publish a
presentation to investors regarding the transaction on their
websites at www.southside.com and www.OmniAmerican.com,
respectively.
About Southside Bancshares, Inc.
Southside Bancshares, Inc. is a bank holding company with
approximately $3.4 billion in assets that owns 100 percent of
Southside Bank. Southside Bank currently has 50 banking centers in
Texas and operates a network of 49 ATMs.
To learn more about Southside Bancshares, Inc., please visit our
investor relations website at www.southside.com/investor. Our
investor relations site provides a detailed overview of our
activities, financial information and historical stock price data.
To receive e-mail notification of company news, events and stock
activity, please register on the E-mail Notification portion of the
website. Questions or comments may be directed to Brian McCabe at
(903) 531-7116, or brian.mccabe@southside.com
About OmniAmerican Bancorp, Inc.
OmniAmerican Bancorp, Inc. is traded on the NASDAQ Global Select
Market under the symbol "OABC" and is the holding company for
OmniAmerican Bank, a full-service financial institution
headquartered in Fort Worth, Texas. OmniAmerican Bank operates 14
full-service branches in the Dallas/Fort Worth Metroplex and offers
a full array of consumer products and services as well as
business/commercial services, mortgages and retirement planning.
Founded almost 60 years ago, OmniAmerican Bank had $1.39 billion in
assets at December 31, 2013 and is proud to provide the highest
level of personal service. Additional information is available at
www.OmniAmerican.com.
Forward-Looking Statements
Certain statements of other than historical fact that are
contained in this document and in other written materials, press
releases and oral statements issued by or on behalf of Southside
Bancshares, Inc. ("Southside") or OmniAmerican Bancorp, Inc.
("OmniAmerican") may be considered to be "forward-looking
statements" within the meaning of and subject to the protections of
the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are not guarantees of future
performance, nor should they be relied upon as representing
management's views as of any subsequent date. These statements may
include words such as "expect," "estimate," "project,"
"anticipate," "appear," "believe," "could," "should," "may,"
"likely," "intend," "probability," "risk," "target," "objective,"
"plans," "potential," and similar expressions. Forward-looking
statements are statements with respect to Southside's or
OmniAmerican's beliefs, plans, expectations, objectives, goals,
anticipations, assumptions, estimates, intentions and future
performance and are subject to significant known and unknown risks
and uncertainties, which could cause Southside's or OmniAmerican's
actual results, respectively, to differ materially from the results
discussed in the forward-looking statements. For example,
statements about the proposed merger involving Southside and
OmniAmerican, including future financial and operating results,
Southside's and OmniAmerican's plans, objectives, expectations and
intentions, the expected timing of completion of the merger and
other statements are not historical facts. Among the key factors
that could cause actual results to differ materially from those
indicated by such forward-looking statements are the following: (i)
the ability to obtain the requisite Southside and OmniAmerican
shareholder approval; (ii) the risk that a regulatory approval that
may be required for the proposed merger is not obtained or is
obtained subject to conditions that are not anticipated; (iii) the
risk that a condition to the closing of the merger may not be
satisfied; (iv) the timing to consummate the proposed merger; (v)
the risk that the businesses will not be integrated successfully;
(vi) the risk that the cost savings and any other synergies from
the transaction may not be fully realized or may take longer to
realize than expected; (vii) disruption from the transaction making
it more difficult to maintain relationships with customers,
employees or vendors; (viii) the diversion of management time on
merger-related issues; and (ix) liquidity risk affecting
Southside's and OmniAmerican's abilities to meet its obligations
when they come due.
Additional information concerning Southside and OmniAmerican and
their respective businesses, including additional factors that
could materially affect their respective financial results, is
included in each of Southside's and OmniAmerican's Annual Report on
Form 10-K for the year ended December 31, 2013 under "Business" and
Item 1A. "Risk Factors," and in Southside's and OmniAmerican's
other filings with the Securities and Exchange Commission (the
"SEC"). Except as required by law, each of
Southside and OmniAmerican disclaims any obligation to update any
factors or to announce publicly the result of revisions to any of
the forward-looking statements included herein to reflect future
events or developments.
Additional Information About the Proposed Merger and
Where to Find It
This document 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 any such jurisdiction. In connection with the
proposed merger between Southside and OmniAmerican, Southside will
file with the SEC a Registration Statement on Form S-4, which will
include a joint proxy statement of Southside and OmniAmerican and
will constitute a prospectus. After the registration statement is
declared effective by the SEC, Southside and OmniAmerican will
deliver a definitive joint proxy statement/prospectus to their
respective shareholders. SOUTHSIDE AND OMNIAMERICAN URGE INVESTORS
AND SECURITY HOLDERS TO READ THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS REGARDING THE PROPOSED MERGER WHEN IT BECOMES
AVAILABLE, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
MERGER. Investors and security holders may obtain (when available)
copies of all documents filed with the SEC regarding the merger,
free of charge, at the SEC's website (www.sec.gov). You may also
obtain these documents, free of charge, from (i) Southside's
website (www.southside.com) under the tab "Investor Relations," and
then under the tab "Documents"; (ii) Southside upon written request
to Corporate Secretary, P.O. Box 8444, Tyler, Texas 75711; (iii)
OmniAmerican's website (www.omniamerican.com) under the tab
"Investor Relations," and then under the tab "SEC Filings"; or (iv)
OmniAmerican upon written request to Keishi High at 1320 South
University Drive, Suite 900, Fort Worth, Texas 76107.
Participants in the Solicitation
Southside, OmniAmerican and their respective directors and
executive officers may be considered participants in the
solicitation of proxies from Southside and OmniAmerican
shareholders in connection with the proposed merger and related
matters. Information regarding the persons who may, under the rules
of the SEC, be deemed participants in the solicitation of Southside
and OmniAmerican shareholders in connection with the proposed
merger and a description of their direct and indirect interests, by
security holdings or otherwise, will be set forth in the joint
proxy statement/prospectus that will be filed with the SEC. You can
find information about Southside's directors and executive officers
in Southside's definitive proxy statement filed with the SEC on
March 14, 2014 for its 2014 Annual Meeting of Shareholders, as
amended. You can find information about OmniAmerican's directors
and executive officers in OmniAmerican's definitive proxy statement
filed with the SEC on April 16, 2014 for its 2014 Annual Meeting of
Shareholders. Additional information about Southside's directors
and executive officers and OmniAmerican's directors and executive
officers will also be set forth in the above-referenced preliminary
Registration Statement on Form S-4 to be filed with the SEC.
Investors should read the joint proxy statement/prospectus
carefully when it becomes available before making any voting or
investment decisions. You can obtain, when available, free copies
of these documents from Southside and OmniAmerican using the
contact information above.
CONTACT: Media Contacts:
For Southside
Lonny Uzzell
903-570-7116
lonny.uzzell@southside.com
For OmniAmerican
Colby Walton
972-580-0662 x23
colby@cookseypr.com
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