HOUSTON, Aug, 29, 2013
/PRNewswire/ -- Prosperity Bancshares, Inc.® (NYSE:
PB), the parent company of Prosperity Bank®
(collectively referred to as "Prosperity"), announced today the
signing of a definitive merger agreement with F&M
Bancorporation Inc. ("FMBC"), the parent holding company of The
F&M Bank & Trust Company ("F&M Bank"), headquartered in
Tulsa, Oklahoma, whereby
Prosperity will acquire FMBC and F&M Bank. Prosperity has
completed six (6) merger transactions in the last two (2) years and
currently has one (1) transaction pending, which was announced on
July 1, 2013.
F&M Bank operates thirteen (13) banking offices; ten (10) in
Tulsa, Oklahoma and surrounding
areas and three (3) in Dallas,
Texas. As of June 30, 2013,
FMBC, on a consolidated basis, reported total assets of
$2.437 billion, total loans of
$1.900 billion and total deposits of
$2.208 billion.
Under the terms of the definitive agreement, Prosperity will
issue 3,298,246 shares of Prosperity common stock plus $47.0 million in cash for all outstanding shares
FMBC capital stock, subject to certain conditions and potential
adjustments.
Anthony Davis, Chairman and CEO
of FMBC, will serve the combined entity as Chairman – Tulsa Area and Turtle Creek Banking Center and
will be responsible for the day-to-day operations and management of
all Tulsa, Oklahoma locations and
the former F&M Bank Turtle Creek location in Dallas, Texas. Eric Davis, President of FMBC, will serve as
Vice Chairman – Tulsa Area and
Turtle Creek Banking Center and will have management
responsibilities for Prosperity's Tulsa
Area and the Turtle Creek location. Jeff Pickryl, President of F&M Bank, will
become President– Tulsa Area and
Turtle Creek Banking Center, and will be responsible for lending in
the Tulsa Area and for the lenders
at the Turtle Creek location.
"I am very excited to be able to announce the merger of F&M
Bancorporation Inc. with Prosperity," stated David Zalman, Chairman and CEO of
Prosperity. "We have known Tony and Eric for over ten years
and hoped that a day would come when we would become
partners. F&M Bank has a rich background, with over 68
years of banking history in the Tulsa market. Tony Davis, Eric
Davis and Jeff Pickryl have
extensive experience in both the Tulsa and Dallas markets and we are excited that they
and their team will be joining us to continue to build and grow our
company in the those vibrant markets. F&M Bank has an
attractive core deposit base and a focus in Commercial and
Industrial lending. F&M Bank, like Prosperity, has high
touch customer service with strong customer relationships and
community involvement. Our combined companies, together with
our recent merger with Coppermark Bank in Oklahoma City, will have the 7th
largest deposit market share in Oklahoma."
"We are delighted to be joining the Prosperity organization, one
with a similarly rich history and core values like ours," commented
Tony Davis, Chairman and CEO of
FMBC. We are proud of our nearly 70-year history of serving
clients in our communities, and thank all of our F&M colleagues
for building a strong commercially-focused community bank.
The combination created by our two companies will enable us to
better serve our clients through an expanded suite of products and
services coupled with exceptional customer service."
"Joining Prosperity will accelerate and augment our ability to
meet the expanding needs of our customers while maintaining strong
commitments to the markets we serve," added Eric Davis, President of FMBC. "We look
forward to partnering with David and the entire Prosperity team as
we enter the next phase of our combined organizations."
The merger has been unanimously approved by the Boards of
Directors of both companies and is expected to close during the
first quarter of 2014, although delays may occur. The
transaction is subject to certain conditions, including the
approval by FMBC's shareholders and customary regulatory
approvals. Operational integration is anticipated to begin
during the second quarter of 2014.
FMBC was advised in this transaction by J.P. Morgan Securities
LLC as financial advisor, Norton Rose Fulbright LLP as legal
counsel and Fenimore, Kay, Harrison & Ford, LLP as regulatory
counsel. Bracewell & Giuliani LLP was legal counsel to
Prosperity and Keefe, Bruyette & Woods, Inc. served as an
advisor to Prosperity.
In addition to the information contained within this
announcement, an Investor Presentation has been posted on
Prosperity's website (www.prosperitybankusa.com) containing
additional information regarding this merger.
Conference Call
Prosperity's management team will host a conference call on
Thursday, August 29, 2013 at
11:00 a.m. Eastern Standard Time
(10:00 a.m. Central Standard Time) to
discuss this transaction. Individuals and investment professionals
may participate in the call by dialing 866-952-7528, the reference
code is PBUS.
Alternatively, individuals may listen to the live webcast of the
presentation by visiting Prosperity's website at
http://www.prosperitybankusa.com. The webcast may be accessed
directly from Prosperity's home page by clicking the "About Us" tab
and then the "Presentations & Calls" link.
Prosperity Bancshares, Inc.®
Prosperity Bancshares, Inc.® is a Houston, Texas based regional financial
holding company, formed in 1983 with $16.3
billion in assets. Operating under a community banking
philosophy and seeking to develop broad customer relationships
based on service and convenience, Prosperity offers a variety of
traditional loan and deposit products to its customers, which
consist primarily of small and medium sized businesses and
consumers. In addition to established banking products, Prosperity
offers a complete line of services including: Internet Banking
services at http://www.prosperitybankusa.com, Retail Brokerage
Services, MasterMoney Debit Cards, Credit Cards, 24 hour voice
response banking, Trust and Wealth Management and Mobile
Banking. Prosperity currently operates two hundred nineteen
(219) full service banking locations; fifty-eight (58) in the
Houston area; twenty (20) in the
South Texas area including
Corpus Christi and Victoria; thirty-five (35) in the Dallas/Fort Worth area; twenty-two (22) in the
East Texas area; thirty-four (34)
in the Central Texas area
including Austin and San Antonio; thirty-four (34) in the
West Texas area including
Lubbock, Midland/Odessa and Abilene; ten (10) in the Bryan/College Station area; and six (6) in the
Central Oklahoma area.
In connection with the proposed merger of F&M Bancorporation
Inc. into Prosperity Bancshares, Prosperity Bancshares will file
with the Securities and Exchange Commission a registration
statement on Form S-4 to register the shares of Prosperity
Bancshares' common stock to be issued to the shareholders of
F&M Bancorporation Inc. The registration statement will
include a proxy statement/prospectus which will be sent to the
shareholders of F&M Bancorporation Inc. seeking their approval
of the proposed transaction.
WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION
STATEMENT ON FORM S-4, THE 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 PROSPERITY BANCSHARES, F&M
BANCORPORATION INC. AND THE PROPOSED TRANSACTION.
In connection with the proposed merger of FVNB Corp. into
Prosperity Bancshares, Prosperity Bancshares has filed with the
Securities and Exchange Commission a registration statement on Form
S-4 to register the shares of Prosperity Bancshares' common stock
to be issued to the shareholders of FVNB Corp. The
registration statement includes a proxy statement/prospectus which
has been sent to the shareholders of FVNB Corp. seeking their
approval of the proposed transaction.
WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION
STATEMENT ON FORM S-4, THE 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 PROSPERITY BANCSHARES, FVNB
CORP. 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. Documents filed
with the SEC by Prosperity will be available free of charge by
directing a request by telephone or mail to Prosperity Bancshares,
Inc., Prosperity Bank Plaza, 4295 San Felipe, Houston, Texas 77027 Attn: Investor Relations.
Prosperity's telephone number is (281) 269-7199.
"Safe Harbor" Statement under the Private Securities
Litigation Reform Act of 1995: This release contains
forward-looking statements within the meaning of the securities
laws that are based on current expectations, assumptions, estimates
and projections about Prosperity and its subsidiaries. These
forward-looking statements are not guarantees of future performance
and are subject to risks and uncertainties, many of which are
outside of Prosperity's control, that may cause actual results to
differ materially from those expressed or implied by the
forward-looking statements. These risks and uncertainties
include but are not limited to whether Prosperity can: successfully
identify acquisition targets and integrate the businesses of
acquired companies and banks; continue to sustain its current
internal growth rate or total growth rate; provide products and
services that appeal to its customers; continue to have access to
debt and equity capital markets; and achieve its sales
objectives. Other risks include, but are not limited to: the
possibility that credit quality could deteriorate; actions of
competitors; changes in laws and regulations (including changes in
governmental interpretations of regulations and changes in
accounting standards); a deterioration or downgrade in the credit
quality and credit agency ratings of the securities in Prosperity's
securities portfolio; customer and consumer demand, including
customer and consumer response to marketing; effectiveness of
spending, investments or programs; fluctuations in the cost and
availability of supply chain resources; economic conditions,
including currency rate fluctuations and interest rate
fluctuations; and weather. These and various other factors
are discussed in Prosperity's Annual Report on Form 10-K for the
year ended December 31, 2012 and
other reports and statements Prosperity has filed with the SEC.
Copies of the SEC filings for Prosperity
Bancshares® may be downloaded from the Internet at
no charge from www.prosperitybankusa.com.
SOURCE Prosperity Bancshares, Inc.