HOUSTON, Nov. 1, 2013 /PRNewswire/ -- Prosperity
Bancshares, Inc.® ("Prosperity") (NYSE: PB), the parent
company of Prosperity Bank®, announced the completion of
the merger of FVNB Corp. ("FVNB") with and into Prosperity and the
merger of FVNB's wholly owned subsidiary, First Victoria National
Bank, Victoria, Texas, with and
into Prosperity Bank, all effective on November 1, 2013.
First Victoria National Bank
operated 34 banking offices (including 1 loan production office); 4
in Victoria, Texas; 7 in the
South Texas area including
Corpus Christi; 6 in the
Bryan/College Station area; 5 in
the Central Texas area including
New Braunfels; and 12 in the
Houston area including
The Woodlands and Huntsville. As of September 30, 2013, FVNB, on a consolidated
basis, reported total assets of $2.410
billion, total loans of $1.608
billion and total deposits of $2.147
billion.
Under the terms of the definitive agreement, Prosperity issued
approximately 5,570,818 shares of Prosperity common stock plus
$91.250 million in cash for all
outstanding shares of FVNB capital stock.
M. Russell Marshall, CEO of FVNB,
will serve the combined entity as Chairman – Wealth
Management/Private Banking and will be responsible for the wealth
management operations for all of Prosperity Bank.
Kenneth Vickers, Chief Lending
Officer of FVNB, will join Prosperity Bank as Senior EVP and will
serve on Prosperity Bank's Executive Loan Committee and
John Zacek, EVP of the Victoria
Region for FVNB, will become President – South Texas Area for Prosperity Bank and will
have management responsibilities for Prosperity Bank's South Texas Area. Other area and regional
officers of First Victoria that will join Prosperity Bank upon
consummation of the merger include Tim
Jones as President – Bryan/College
Station Area, Kevin Kaplan as
Regional President – Corpus
Christi, Travis Freeman as
Regional President – The
Woodlands/Magnolia,
Barry Williams as Regional President
– New Braunfels, and Royce Moran as Regional President –
Victoria.
"The completion of the merger with FVNB is an important event in
Prosperity's history, as we have known and worked with the
management and ownership of the bank for many years. We have
worked with Russell Marshall and his
team over the past several months and we couldn't be more pleased
with the quality of the people and the bank that we have combined
with," commented David Zalman,
Chairman and Chief Executive Officer of Prosperity Bank.
"Upon completion of the operational integration, the
customers of First Victoria National Bank will be able to use any
of our locations across Texas and
in Oklahoma."
Russell Marshall, Chief Executive
Officer of FVNB added, "We are excited to consummate the
transaction, which provides greater benefits to customers of both
organizations. With the merger of one of Texas' largest independent banks and with our
deep roots, rich history and a legacy of service to our customers,
we see opportunities to expand our wealth management lines of
business to benefit Prosperity customers throughout Texas and Oklahoma and to offer convenient, new
locations for our customers to bank with."
FVNB was advised in this transaction by Keefe, Bruyette &
Woods as financial advisor and Hunton and Williams LLP as legal
counsel. Bracewell & Guiliani LLP was legal counsel to
Prosperity.
Prosperity Bancshares, Inc.®
Prosperity Bancshares, Inc.® is a Houston, Texas based regional financial
holding company, formed in 1983 with $16.1
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 218 full service banking locations;
57 in the Houston area; 20 in the
South Texas area including
Corpus Christi and Victoria; 35 in
the Dallas/Fort Worth area; 22 in
the East Texas area; 34 in the
Central Texas area including
Austin and San Antonio; 34 in the West Texas area including Lubbock, Midland/Odessa and Abilene; 10 in the Bryan/College Station area; and 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's common
stock to be issued to the shareholders of F&M
Bancorporation. The registration statement will include a
proxy statement/prospectus which will be sent to the shareholders
of F&M Bancorporation 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, F&M
BANCORPORATION 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, and the
remarks by Prosperity's management on the conference call may
contain, 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, which 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
http://www.prosperitybankusa.com.
SOURCE Prosperity Bancshares, Inc.