Texas United Bancshares and Gateway National Bank Announce Merger Agreement
May 02 2005 - 5:05PM
PR Newswire (US)
Texas United Bancshares and Gateway National Bank Announce Merger
Agreement LA GRANGE, Texas, May 2 /PRNewswire-FirstCall/ -- Texas
United Bancshares, Inc. (NASDAQ:TXUI) and Gateway Holding Company,
Inc. ("Gateway"), parent of Gateway National Bank of Dallas,
announced today the signing of a definitive agreement providing for
the merger of Gateway into Texas United. Under the terms of the
merger agreement, shareholders of Gateway will receive, for each
share of Gateway common stock they own, a number of shares of Texas
United common stock with an aggregate market value equal to $35.48,
plus $15.20 in cash. The market value of the Texas United common
stock will be based on the average trading price of the Texas
United common stock for the 20 consecutive trading days ending on
and including the tenth trading day preceding the closing date. The
transaction is expected to be accretive to earnings in the fourth
quarter of 2006. MERGER RATIONALE: * Strategically located in the
high growth Dallas/Fort Worth market * Attractive core deposit
franchise * Significant anticipated earnings improvement given
Gateway's asset sensitive balance sheet TRANSACTION SUMMARY: *
Total consideration: $41.0 million * Price/book: 3.29x *
Price/tangible book: 3.29x * Price/2004 earnings: 36.84x *
Price/2005 annualized earnings: 29.90x * Price/assets: 19.76% *
Deposit premium: 15.85% Gateway National Bank has operated in the
Dallas area since 1982 and currently has 6 Dallas area locations --
Dallas, Frisco, Frisco West, Mesquite, Balch Springs and Carrolton.
At March 31, 2005, Gateway had, on a consolidated basis, total
assets of $207 million and deposits of $180 million. On a pro forma
basis as of March 31, 2005, the merger would increase Texas
United's assets to approximately $1.4 billion with 33 full-service
banking centers, 20 in greater central and south central Texas and
13 in the Dallas/Fort Worth metroplex. Consistent with Texas
United's decentralized model and emphasis on relationship banking,
Gateway National Bank will continue to operate as a separate
subsidiary of Texas United, retaining its name and board of
directors, with the addition of L. Don Stricklin, Ervan Zouzalik
and Riley C. Peveto as directors of Gateway National Bank. In
addition, Joe L. Halpain and Joseph A. Hargis, Sr., each a director
of Gateway and Gateway National Bank, will become directors of
Texas United upon consummation of the merger and W. Gene Payne,
President and CEO of Gateway, will become an advisory director of
Texas United. L. Don Stricklin, President and CEO of Texas United,
commented, "The Gateway merger represents a continuation of our
strategy to expand into high- growth suburban markets in major
metropolitan areas of Texas. Gateway blends well with our community
banking philosophy and focus on customer relationships and has a
solid reputation in the small to medium-sized business market,
which fits nicely with our lending culture." W. Gene Payne,
President and CEO of Gateway and Gateway National Bank, added, "We
are pleased by the opportunities this merger will present to expand
on the strong base we have established in the Dallas area. The
merger with Texas United will provide a wider array of product
offerings, capital for additional branch expansion and liquidity
for our shareholders. We believe our employees, our customers and
our shareholders will benefit from the synergies created in this
merger." The merger is expected to be completed in the fourth
quarter of 2005, subject to customary closing conditions, including
regulatory approval, approval by the shareholders of both Gateway
and Texas United and other conditions set forth in the merger
agreement. ABOUT TEXAS UNITED Texas United Bancshares, Inc. is a
registered financial holding company listed on the Nasdaq National
Market under the symbol "TXUI". Texas United operates through two
wholly-owned subsidiary banks, State Bank and GNB Financial, n.a.,
and offers a complete range of banking services through 20
full-service State Bank banking centers located in the greater
central and south central Texas areas and seven full-service GNB
Financial banking centers located in Cooke, Denton and Ellis
counties in Texas. In addition, State Bank has 18 mortgage loan
production offices located in Houston, San Antonio and Austin
through the Bank and its wholly-owned subsidiary, Community Home
Loan, Inc. In connection with the proposed merger of Gateway into
Texas United, Texas United will file with the Securities and
Exchange Commission a registration statement on Form S-4 to
register the shares of Texas United's common stock to be issued to
the shareholders of Gateway. The registration statement will
include a joint proxy statement/prospectus which will be sent to
the shareholders of Gateway and the shareholders of Texas United
seeking their approval of the proposed transaction. WE URGE
INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT
ON FORM S-4 AND 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 TEXAS UNITED, GATEWAY AND
THE PROPOSED TRANSACTION. Investors and security holders may obtain
free copies of these documents through the website maintained by
the Securities and Exchange Commission at http://www.sec.gov/ .
Free copies of the joint proxy statement/prospectus may also be
obtained by directing a request by telephone or mail to Texas
United Bancshares, Inc., 202 West Colorado St., La Grange, Texas
78945, Attn: Investor Relations. Texas United's telephone number is
(979) 968-8451. The directors, executive officers, and certain
other members of management of Texas United and Gateway may be
soliciting proxies in favor of the merger from the companies'
respective shareholders. For information about Texas United's
directors, executive officers and members of management,
shareholders are asked to refer to the most recent proxy statement
issued by Texas United, which is available on its web site and at
the address provided in the preceding paragraph. FORWARD-LOOKING
STATEMENTS AND ASSOCIATED RISK FACTORS This release, other written
materials, and statements management may make, may contain certain
forward-looking statements regarding Texas United's prospective
performance and strategies within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Texas United intends
such forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995, and is including this
statement for purposes of said safe harbor provisions.
Forward-looking statements are based on certain assumptions and
describe future plans, strategies, and expectations of Texas
United. Texas United's ability to predict results or the actual
effects of its plans and strategies is inherently uncertain.
Accordingly, actual results may differ materially from anticipated
results. The following factors, among others, could cause the
actual results of the merger to differ materially from the
expectations stated in this release: the ability of the companies
to obtain the required shareholder or regulatory approvals for the
merger; the ability of the companies to consummate the merger; the
ability of Texas United to raise the funds necessary to complete
the merger; the ability to successfully integrate the companies
following the merger; a materially adverse change in the financial
condition of either company; the ability to fully realize the
expected cost savings and revenues or the ability to realize them
on a timely basis; a change in general business and economic
conditions; changes in the interest rate environment, deposit
flows, loan demand, real estate values, and competition; changes in
accounting principles, policies or guidelines; changes in
legislation and regulation; and other economic, competitive,
governmental, regulatory, geopolitical, and technological factors
affecting the companies' operations, pricing, and services. All
written or oral forward-looking statements are expressly qualified
in their entirety by these cautionary statements. Please also read
the additional risks and factors described from time to time in
Texas United's reports and registration statements filed with the
Securities and Exchange Commission. Texas United undertakes no
obligation to update these forward- looking statements to reflect
events or circumstances that occur after the date on which such
statements were made. DATASOURCE: Texas United Bancshares, Inc.;
Gateway Holding Company, Inc. CONTACT: Don Stricklin, Chief
Executive Officer of Texas United Bancshares, Inc., +1-979-968-7214
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