Southside Bancshares, Inc. ("Southside") (Nasdaq:SBSI) and
OmniAmerican Bancorp, Inc. ("Omni" or "OmniAmerican") (Nasdaq:OABC)
are pleased to announce that they have received all regulatory
approvals required to complete their merger, which is scheduled to
occur on or about December 17, 2014, subject to customary closing
conditions.
"After months of planning and hard work by both of our bank
staffs we are looking forward to implementing those plans and
beginning the integration process," stated Sam Dawson, Southside
President and Chief Executive Officer. "We are excited to begin our
partnership with Omni, which shares with us a proud heritage of
outstanding customer service and community commitment."
"Today is an important day in the history of OmniAmerican Bank,"
stated Tim Carter, Omni President and Chief Executive Officer. "The
merger is a great outcome and positions us well for continued
success over the long term."
The merger will result in one of the largest independent banks
in the state of Texas, with 64 banking offices and combined assets
of approximately $4.9 billion. The merger, which was unanimously
approved by the board of directors of both Southside and Omni,
received the approval of Southside's shareholders and Omni's
stockholders in October 2014.
About Southside Bancshares, Inc.
Southside Bancshares, Inc. is a bank holding company with
approximately $3.4 billion in assets that owns 100% 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.
Southside's investor relations site provides a detailed overview of
its 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 Lee Gibson
at (903) 531-7221, or lee.gibson@southside.com.
About OmniAmerican Bancorp, Inc.
OmniAmerican Bancorp, Inc. 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 business/commercial services as well as consumer
products and services, mortgages and retirement planning. Founded
over 50 years ago, OmniAmerican Bank had $1.34 billion in assets at
September 30, 2014 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 press release and in other written materials and
oral statements issued by or on behalf of Southside or 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 risk that a condition to the
closing of the mergers may not be satisfied; (ii) the timing to
consummate the proposed merger; (iii) the risk that the businesses
will not be integrated successfully; (iv) 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; (v)
disruption from the transaction making it more difficult to
maintain relationships with customers, employees or vendors; (vi)
the diversion of management time on merger-related issues; (vii)
liquidity risk affecting Southside's ability and OmniAmerican's
ability to meet their obligations when they come due (viii) general
economic conditions, either nationally or in our market areas, that
are worse than expected and (ix) changes in our financial condition
or results of operations that reduce capital available to pay
dividends.
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
"Forward-Looking Information" and Item 1A. "Risk Factors," and in
Southside's and OmniAmerican's other filings with the Securities
and Exchange Commission ("SEC"). 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, on September 5,
2014, Southside filed with the SEC a joint proxy
statement/prospectus of Southside and OmniAmerican which also
constitutes a definitive prospectus for Southside. Southside and
OmniAmerican delivered the definitive joint proxy
statement/prospectus to their respective shareholders or
stockholders on or about September 11, 2014. On September 16, 2014,
each of Southside and OmniAmerican filed a Current Report on Form
8-K, which also constitutes additional definitive proxy statement
materials for OmniAmerican and a definitive prospectus for
Southside, that contained supplemental proxy statement materials.
SOUTHSIDE AND OMNIAMERICAN URGE INVESTORS AND SECURITY HOLDERS TO
READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE
PROPOSED MERGER, 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
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.
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