CBTX, Inc. (NASDAQ: CBTX) (CBTX), the parent company of
CommunityBank of Texas, N.A., and Allegiance Bancshares, Inc.
(NASDAQ: ABTX) (Allegiance), the holding company of Allegiance
Bank, jointly announced today that Stellar Bancorp, Inc. will be
the name of the combined company and Stellar Bank will be the name
of the combined bank to be created through their merger of equals.
Upon completion of the merger, Stellar Bank is expected to have
over $11 billion in assets and have the 6th largest deposit market
share in Houston.
Robert R. Franklin, Jr., Chairman, CEO and
President of CBTX, Inc. who will serve as Stellar Bancorp, Inc.’s
CEO said, “When we heard the name Stellar, it fit. We are in a
unique position to establish a financial institution with
significant scale that operates with the culture of a community
bank with local decision making led by banking professionals with
deep expertise. We believe this combination will benefit local
businesses throughout our region.”
“Our organizations complement each other and share
a culture and strategic vision to lead the way to better banking
for the communities we serve,” said Steve Retzloff, Allegiance's
CEO, who will serve as the Executive Chairman of Stellar Bancorp,
Inc. “The name Stellar Bank reflects our commitment to provide
exceptional experiences for our customers, employees, communities
and shareholders.”
The two companies took a purposeful and
collaborative approach to the development of the new name. Guided
by research and branding consultants, extensive exploration
resulted in the name, Stellar Bank. The companies will reveal
additional brand elements, such as the logo, at a later date.
The organizations expect to operate under the
Stellar Bank name later in the year, once system conversion has
been completed, which will take place after the legal closing of
the merger. Until then, customers will continue to be served under
the Allegiance Bank and CommunityBank of Texas brands for the near
future. The merger is expected to close during the second quarter,
subject to satisfaction of customary closing conditions, including
receipt of regulatory approvals and approval by the shareholders of
each company.
About CBTX, Inc.
As of March 31, 2022, CBTX, Inc. was a $4.45
billion asset bank holding company for CommunityBank of Texas,
N.A., a community bank, offering commercial banking solutions to
small and mid-sized businesses and professionals with 34 banking
locations across the Houston, Dallas, Beaumont and surrounding
communities in Texas. Visit www.communitybankoftx.com for more
information.
About Allegiance Bancshares,
Inc.
As of March 31, 2022, Allegiance was a $7.15
billion asset Houston, Texas-based bank holding company. Through
its wholly owned subsidiary, Allegiance Bank, Allegiance provides a
diversified range of commercial banking services primarily to
small- to medium-sized businesses and individual customers in the
Houston region. As of March 31, 2022, Allegiance Bank operated 27
full-service banking locations in the Houston region, which we
define as the Houston-The Woodlands-Sugar Land and Beaumont-Port
Arthur metropolitan statistical areas.
Visit www.allegiancebank.com for more information.
Forward-Looking Statements
Certain statements in this press release which are
not historical in nature are intended to be, and are hereby
identified as, “forward-looking statements” for purposes of the
safe harbor provided by Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended.
These statements include, but are not limited to,
statements about the benefits of the proposed merger of CBTX and
Allegiance, including future financial performance and operating
results (including the anticipated impact of the transaction on
CBTX’s and Allegiance’s respective earnings and book value),
statements related to the expected timing of the completion of the
merger, the combined company’s plans, business and growth
strategies, objectives, expectations and intentions, and other
statements that are not historical facts, including projections of
macroeconomic and industry trends, which are inherently unreliable
due to the multiple factors that impact economic trends, and any
such variations may be material. Forward-looking statements may be
identified by terminology such as “may,” “will,” “should,” “could,”
“scheduled,” “plans,” “intends,” “projects,” “anticipates,”
“expects,” “believes,” “estimates,” “potential,” “would,” or
“continue” or negatives of such terms or other comparable
terminology.
All forward-looking statements are subject to
risks, uncertainties and other factors that may cause the actual
results, performance or achievements of Allegiance or CBTX to
differ materially from any results expressed or implied by such
forward-looking statements. Such factors include, among others: (1)
the risk that the cost savings and any revenue synergies from the
merger may not be fully realized or may take longer than
anticipated to be realized; (2) disruption to the parties’
businesses as a result of the announcement and pendency of the
merger; (3) the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement; (4) the risk that the integration of each party’s
operations will be materially delayed or will be more costly or
difficult than expected or that the parties are otherwise unable to
successfully integrate each party’s businesses into the other’s
businesses; (5) the failure to obtain the necessary approvals by
the shareholders of Allegiance or CBTX; (6) the amount of the
costs, fees, expenses and charges related to the merger; (7) the
ability by each of Allegiance and CBTX to obtain required
governmental approvals of the merger (and the risk that such
approvals may result in the imposition of conditions that could
adversely affect the combined company or the expected benefits of
the transaction); (8) reputational risk and the reaction of each
company’s customers, suppliers, employees or other business
partners to the merger; (9) the failure of the closing conditions
in the merger agreement to be satisfied, or any unexpected delay in
closing the merger; (10) the possibility that the merger may be
more expensive to complete than anticipated, including as a result
of unexpected factors or events; (11) the dilution caused by CBTX’s
issuance of additional shares of its common stock in the merger;
(12) general competitive, economic, political and market
conditions; (13) the costs, effects and results of regulatory
examinations and investigations or the ability of the parties to
obtain required regulatory approvals; and (14) other factors that
may affect future results of CBTX and Allegiance including changes
in asset quality and credit risk; the inability to sustain revenue
and earnings growth; changes in interest rates and capital markets;
inflation; customer borrowing, repayment, investment and deposit
practices; the impact, extent and timing of technological changes;
capital management activities; and other actions of the Board of
Governors of the Federal Reserve System, Federal Deposit Insurance
Corporation and Office of the Comptroller of the Currency and
legislative and regulatory actions and reforms. Additionally, the
impact of the COVID-19 pandemic continues to evolve and its future
effects on Allegiance and CBTX are difficult to predict.
Additional factors which could affect future
results of CBTX and Allegiance can be found in CBTX’s Annual Report
on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports
on Form 8-K and Allegiance’s Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q, and the Current Reports on Form 8-K, in each
case filed with the SEC and available on the SEC’s website at
https://www.sec.gov. CBTX and Allegiance disclaim any obligation
and do not intend to update or revise any forward-looking
statements contained in this communication, which speak only as of
the date hereof, whether as a result of new information, future
events or otherwise, except as required by federal securities laws.
As forward-looking statements involve significant risks and
uncertainties, caution should be exercised against placing undue
reliance on such statements.
Information about the Merger and Where to
Find It
This release 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.
In connection with the proposed merger, CBTX has
filed a registration statement on Form S-4 (Registration No.
333-262322) with the SEC to register the shares of CBTX common
stock that will be issued to Allegiance shareholders in connection
with the merger. The registration statement includes a joint proxy
statement/prospectus. The Form S-4 was declared effective by the
SEC on April 7, 2022, and a definitive joint proxy
statement/prospectus was filed by each of Allegiance and CBTX with
the SEC. On or about April 15, 2022, Allegiance and CBTX mailed the
definitive joint proxy statement/prospectus to their respective
shareholders to seek their approval of the proposed merger.
WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE
REGISTRATION STATEMENT ON FORM S-4, THE JOINT PROXY
STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON
FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH
THE SEC IN CONNECTION WITH THE PROPOSED MERGER BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT CBTX, ALLEGIANCE AND THE PROPOSED
MERGER.
Investors and security holders may obtain free
copies of these documents and other documents filed with the SEC by
Allegiance or CBTX through the website maintained by the SEC at
https://www.sec.gov. Documents filed with the SEC by CBTX are
available free of charge by accessing the CBTX’s website at
www.communitybankoftx.com under the heading “Investor
Relations” or, alternatively, by directing a request by mail or
telephone to CBTX, Inc., 9 Greenway Plaza, Suite 110, Houston,
Texas 77046, Attn: Investor Relations, (713) 210-7600, and
documents filed with the SEC by Allegiance are available free of
charge by accessing Allegiance’s website at www.allegiancebank.com
under the heading “Investor Relations” or, alternatively, by
directing a request by mail or telephone to Allegiance Bancshares,
Inc., 8847 West Sam Houston Parkway, N., Suite 200, Houston, Texas
77040, (281) 894-3200.
Participants in the
Solicitation
CBTX, Allegiance and certain of their respective
directors and executive officers may be deemed to be participants
in the solicitation of proxies from the shareholders of CBTX and
Allegiance in connection with the proposed merger. Certain
information regarding the interests of these participants and a
description of their direct or indirect interests, by security
holdings or otherwise, are included in the joint proxy
statement/prospectus regarding the proposed merger. Additional
information about the directors and executive officers of CBTX and
their ownership of CBTX’s common stock is set forth in CBTX’s
annual report on Form 10-K, filed with the SEC on February 25,
2022. Additional information about the directors and executive
officers of Allegiance and their ownership of Allegiance’s common
stock is set forth in Allegiance’s proxy statement for its annual
meeting of shareholders, filed with the SEC on March 10, 2022.
These documents can be obtained free of charge from the sources
described above.
Allegiance Bancshares, Inc.
ir@allegiancebank.com
CBTX, Inc.
investors@CBoTX.com
Allegiance Bancshares (NASDAQ:ABTX)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
Allegiance Bancshares (NASDAQ:ABTX)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024