Hancock Whitney Corporation (Nasdaq: HWC) has received regulatory
approval from the Board of Governors of the Federal Reserve System,
the Federal Deposit Insurance Corporation, and the Mississippi
Department of Banking and Consumer Finance to complete its
previously announced proposed acquisition of MidSouth Bancorp, Inc.
(“MidSouth”) (NYSE: MSL), parent company of MidSouth Bank N.A.
The proposed acquisition was announced on April
30, 2019, is expected to close on or about September 20, 2019, and
remains subject to approval by MidSouth’s shareholders at a special
meeting scheduled for September 18, 2019 and other customary
closing conditions.
About Hancock WhitneySince the
late 1800s, Hancock Whitney has embodied core values of Honor &
Integrity, Strength & Stability, Commitment to Service,
Teamwork, and Personal Responsibility. Hancock Whitney offices and
financial centers in Mississippi, Alabama, Florida, Louisiana, and
Texas offer comprehensive financial products and services,
including traditional and online banking; commercial and small
business banking; private banking; trust and investment services;
healthcare banking; certain insurance services; and mortgage
services. The company also operates a loan production office in
Nashville, Tennessee, as well as trust and asset management offices
in New Jersey and New York. BauerFinancial, Inc., the nation’s
leading independent bank rating and analysis firm, consistently
recommends Hancock Whitney as one of America’s most financially
sound banks. More information is available at
www.hancockwhitney.com.
Important Cautionary Statement about
Forward-Looking StatementsThis news release contains
forward-looking statements 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. Forward-looking
statements that we may make include statements regarding our
expectations regarding the business combination, of MidSouth with
Hancock Whitney. Also, any statement that does not describe
historical or current facts is a forward-looking statement. These
statements often include the words “believes,” “expects,”
“anticipates,” “estimates,” “intends,” “plans,” “forecast,”
“goals,” “targets,” “initiatives,” “focus,” “potentially,”
“probably,” “projects,” “outlook”, or similar expressions or future
conditional verbs such as “may,” “will,” “should,” “would,” and
“could.” Forward-looking statements are based upon the current
beliefs and expectations of management and on information currently
available to management. Our statements speak as of the date
hereof, and we do not assume any obligation to update these
statements or to update the reasons why actual results could differ
from those contained in such statements in light of new information
or future events. Forward-looking statements are subject to
significant risks and uncertainties, including among others: the
possibility that expected benefits of the proposed transaction may
not materialize in the timeframe expected or at all, or may be more
costly to achieve; the proposed transaction may not be timely
completed, if at all; that prior to the completion of the proposed
transaction or thereafter, Hancock Whitney’s and MidSouth’s
respective businesses may not perform as expected due to
transaction-related uncertainty or other factors; that the parties
are unable to successfully implement integration strategies related
to the proposed transaction; that required regulatory, shareholder
or other approvals for the merger or related transactions are not
obtained or the conditions to the parties’ obligations to complete
the merger are not satisfied in a timely manner or at all;
reputational risks and the reaction of the companies’ shareholders,
customers, employees or other constituents to the proposed
transaction; and diversion of management time on merger-related
matters. These risks, as well as other risks relating to the
parties and the proposed transaction, are more fully discussed in
the Proxy Statement/Prospectus that is included in the Registration
Statement on Form S-4 that has been filed with the SEC in
connection with the proposed transaction. While the list of factors
presented here is, and the list of factors presented in the
Registration Statement is, considered representative, no such lists
should be considered to be a complete statement of all potential
risks and uncertainties. Unlisted factors may present significant
additional obstacles to the realization of forward-looking
statements. Any forward-looking statement made in this release is
subject to the safe harbor protections set forth in the Private
Securities Litigation Reform Act of 1995. Investors are cautioned
against placing undue reliance on such statements. Actual results
may differ materially from those set forth in the forward-looking
statements. Additional factors that could cause actual results to
differ materially from those described in the forward-looking
statements can be found in Part I, “Item 1A. Risk Factors” in our
Annual Report on Form 10-K for the year ended December 31, 2018 and
in other periodic reports that we file with the SEC.
Important Additional Information and Where to Find
ItThis communication is being made in respect of the
proposed merger transaction between Hancock Whitney and MidSouth.
In connection with the proposed merger, Hancock Whitney has filed
with the SEC a Registration Statement on Form S-4 (File No.
333-232716) that includes the Proxy Statement of MidSouth and a
Prospectus of Hancock Whitney, as well as other relevant documents
regarding the proposed transaction. The Registration Statement was
declared effective on August 12, 2019, and a definitive Proxy
Statement/Prospectus was first mailed to MidSouth shareholders on
or about August 14, 2019. This communication 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 such jurisdiction.
INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE
PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION.
A free copy of the Proxy Statement/Prospectus,
as well as other filings containing information about Hancock
Whitney and MidSouth, may be obtained at the SEC’s Internet site
(http://www.sec.gov). You are also able to obtain these documents,
free of charge, from Hancock Whitney at www.hancockwhitney.com
under the heading “SEC Filings” or from MidSouth at
www.midsouthbank.com under the heading “SEC Filings”. Copies of the
Proxy Statement/Prospectus can also be obtained, free of charge, by
directing a request to Hancock Whitney Corporation, Hancock Whitney
Plaza, 2510 14th Street, Gulfport, Mississippi 39501,
Attention: Investor Relations, by calling 504.299.5208, or by
sending an e-mail to trisha.carlson@hancockwhitney.com, or by
directing a request to MidSouth Bancorp, Inc., 102 Versailles
Boulevard, Lafayette, Louisiana 70501, Attention: Investor
Relations, by calling 337.593.3143, or by sending an e-mail to
lorraine.miller@midsouthbank.com.
Participants in the
SolicitationHancock Whitney, MidSouth, and certain of
their respective directors, executive officers and employees may be
deemed to be participants in the solicitation of proxies in respect
of the proposed transaction. Information regarding Hancock
Whitney’s directors and executive officers is available in its
definitive proxy statement, which was filed with the SEC on March
12, 2019. Information regarding MidSouth’s directors and executive
officers is available in its definitive proxy statement, which was
filed with the SEC on April 17, 2018, and certain of its Current
Reports on Form 8-K. Other information regarding the participants
in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, is contained
in the Proxy Statement/Prospectus and other relevant materials
filed with the SEC. Free copies of this document may be obtained as
described above under “Important Additional Information and Where
to Find It.”
For more informationTrisha Voltz Carlson, EVP,
Investor Relations Manager504.299.5208 or
trisha.carlson@hancockwhitney.com
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