Home BancShares, Inc. Announces Shareholder Approval in Connection with Happy Bancshares, Inc. Acquisition
December 15 2021 - 5:15PM
Home BancShares, Inc. (NYSE: HOMB) (“Home” or “the Company”)
announced that, during a special meeting held earlier today, the
Company’s shareholders voted to approve the issuance of common
stock in the acquisition of Happy Bancshares, Inc. (“Happy”)
Of the shares voted at the special meeting, 99.47% voted in favor
of the issuance of HOMB common stock. The HOMB common stock will be
issued under and in accordance with the Agreement and Plan of
Merger, dated as of September 15, 2021 and amended on October
18, 2021 and November 8, 2021, as it may be further amended from
time to time (the “Agreement and Plan of Merger”), relating to the
proposed acquisition.
In addition, during a special meeting held
earlier today, Happy’s shareholders voted to approve the Agreement
and Plan of Merger, with 90.7% of the outstanding shares of Happy
voting at the Happy special meeting. Of the shares voted at the
Happy special meeting, 97.27% voted in favor of the
acquisition.
“I want to thank both the Happy shareholders and
HOMB shareholders for their support of the merger. The strong vote
is an overwhelming show of strength for the merger of these two
great companies,” said John Allison, Chairman.
The completion of the Happy Bancshares
acquisition remains subject to federal and state regulatory
approvals and other customary closing conditions. Home continues to
expect that this transaction will be completed in the first quarter
of 2022.
About Home BancShares
Home BancShares operates as the bank holding
company for Centennial Bank that provides commercial and retail
banking, and related financial services to businesses, real estate
developers and investors, individuals, and municipalities.
Centennial Bank has branch locations in Arkansas, Florida, South
Alabama and New York City. The Company's common stock is traded
through the New York Stock Exchange under the symbol “HOMB.” The
company was founded in 1998 and is headquartered in Conway,
Arkansas. Visit www.homebancshares.com or www.my100bank.com for
more information.
About Happy Bancshares
Happy Bancshares operates as the bank holding
company for Happy State Bank that offers a broad range of financial
services and products through its current network of bank branches
in communities across the Texas Panhandle, South Plains, Austin,
Central Texas and the Dallas/Fort Worth Metroplex. Happy State Bank
was founded in 1908 in Happy, Texas and today is headquartered in
Amarillo, Texas. Visit www.HappyBank.com for more information.
General
This release may contain forward-looking
statements regarding the Company’s plans, expectations, goals and
outlook for the future, as well as statements about the benefits of
the business combination transaction involving Home and Happy.
Statements in this press release that are not historical facts
should be considered forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. When we
use words like “may,” “plan,” “contemplate,” “anticipate,”
“believe,” “intend,” “continue,” “expect,” “project,” “predict,”
“estimate,” “could,” “should,” “would,” and similar expressions,
you should consider them as identifying forward-looking statements,
although we may use other phrasing. Forward-looking statements
of this type speak only as of the date of this news release. By
nature, forward-looking statements involve inherent risk and
uncertainties. Various factors could cause actual results to differ
materially from those contemplated by the forward-looking
statements. These factors include, but are not limited to, the
following: economic conditions, credit quality, interest
rates, loan demand, real estate values and unemployment;
disruptions, uncertainties and related effects on our business and
operations as a result of the ongoing coronavirus (COVID-19)
pandemic and measures that have been or may be implemented or
imposed in response to the pandemic, including the impact on, among
other things, credit quality and liquidity; the possibility that
the proposed acquisition of Happy does not close when expected or
at all because required regulatory approvals and other conditions
to closing are not received or satisfied on a timely basis or at
all; the possibility that such transaction may be more expensive to
complete than anticipated, including as a result of unexpected
factors or events; the risk that the benefits from the transaction
may not be fully realized or may take longer to realize than
expected, including as a result of changes in general economic and
market conditions, ongoing or future effects of the COVID-19
pandemic, interest and exchange rates, monetary policy, laws and
regulations and their enforcement, and the degree of competition in
the geographic and business areas in which Home and Happy operate;
the ability to promptly and effectively integrate the businesses of
Home and Happy; the reaction to the transaction of the companies’
customers, employees and counterparties; diversion of management
time on acquisition-related issues; the effect of any future
mergers, acquisitions or other transactions to which we or our bank
subsidiary may from time to time be a party, including as a result
of one or more of the factors described above as they would relate
to such transaction; the ability to identify, enter into and/or
close additional acquisitions; legislative and regulatory
changes and risks and expenses associated with current and future
legislation and regulations, including those in response to the
COVID-19 pandemic; technological changes and cybersecurity risks;
the effects of changes in accounting policies and practices;
changes in governmental monetary and fiscal policies; political
instability; competition from other financial institutions;
potential claims, expenses and other adverse effects related to
current or future litigation, regulatory examinations or other
government actions; changes in the assumptions used in making the
forward-looking statements; and other factors described in reports
we file with the Securities and Exchange Commission (the “SEC”),
including those factors set forth in our Annual Report on Form 10-K
for the year ended December 31, 2020, filed with the SEC on
February 26, 2021.
Additional Important Information and
Where to Find It
In connection with the proposed acquisition,
Home has filed with the Securities and Exchange Commission (the
“SEC”) a Registration Statement on Form S-4 (the “Registration
Statement”) to register the shares of Home common stock to be
issued to shareholders of Happy in connection with the transaction.
The Registration Statement includes a joint proxy statement of Home
and Happy and a prospectus of Home (the “Joint Proxy
Statement/Prospectus”), as well as other relevant materials
regarding the proposed merger transaction involving Home and Happy.
INVESTORS AND SECURITY HOLDERS OF HOME AND HAPPY ARE ADVISED TO
READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS
FILED WITH THE SEC IN CONNECTION WITH THE MERGER OR INCORPORATED BY
REFERENCE IN THE JOINT PROXY STATEMENT/PROSPECTUS BECAUSE THEY
CONTAIN IMPORTANT INFORMATION REGARDING THE PROPOSED MERGER
TRANSACTION. Investors and security holders may obtain free copies
of these documents and other documents filed with the SEC on the
SEC’s website at http://www.sec.gov. Investors and security holders
may also obtain free copies of the documents filed with the SEC by
Home at Home’s website at http://www.homebancshares.com, Investor
Relations, or by contacting Donna Townsell, by telephone at (501)
328-4625.
Investor ContactDonna
TownsellDirector of Investor RelationsHome BancShares, Inc.(501)
328-4625
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