Prosperity Bancshares, Inc.(R) to Acquire SNB Bancshares, Inc.
16 Novembro 2005 - 11:45PM
PR Newswire (US)
Prosperity Bank(R) Enters Sugar Land and Katy Markets; Expands
Presence in Houston MSA HOUSTON, Nov. 16 /PRNewswire-FirstCall/ --
Prosperity Bancshares, Inc.(R) (NASDAQ:PRSP) announced today the
signing of a definitive agreement to acquire SNB Bancshares, Inc.
(NASDAQ:SNBT), and its subsidiary, Sugar Land, Texas based Southern
National Bank of Texas (collectively referred to as SNBT). SNBT
operates a total of seven (7) banking locations (including two
stand alone motor banks) in Harris and Fort Bend Counties, which
will continue to operate with the same management after the
acquisition is completed. As of September 30, 2005, SNBT had, on a
consolidated basis, total assets of $1.121 billion, loans of $658.0
million, deposits of $738.3 million and shareholders' equity of
$88.3 million. "We are pleased to announce our first acquisition in
the Sugar Land and Katy area. Southern National Bank is an
excellent partner for us as we maintain our objective of being a
true Texas bank. With their strong staff coming on board,
Prosperity will continue to deliver banking with Real Bankers, not
just a bank(R)," commented David Zalman, Chief Executive Officer
and President of Prosperity. "Both the Sugar Land and Katy areas
are growing rapidly and Southern National Bank has been an
important part of this growth. By combining our customer bases and
leveraging our product and service capabilities, we will be able to
continue that growth. We look forward to the professional bankers
at Southern National Bank becoming active members of our Prosperity
Team," continued Zalman. Under terms of the agreement, Prosperity
will issue 0.3577 shares of Prosperity common stock plus $7.50 in
cash for each share of SNBT common stock and Class B stock
outstanding. The transaction values SNBT at $242.7 million or
$18.59 per share. (Based upon the closing price of PRSP on
Wednesday, November 16, 2005 of $31.00 per share.) The merger has
been approved by the Boards of Directors of both companies and is
expected to close during the second quarter of 2006. The
transaction is subject to certain conditions, including the
approval by SNBT shareholders and customary regulatory approvals.
Operational integration is anticipated to begin during the second
quarter of 2006. Prosperity expects that the merger will be
accretive to earnings one year after operational integration. This
estimate does not consider any anticipated revenue enhancements
that may be realized from the merger. "We are delighted to increase
our presence in the southwest Houston and Katy area. Our goal is to
lever off Southern National Bank's leadership role in Sugar Land
and Katy as the best-in-class provider of financial products and
services," added Dan Rollins, President of Prosperity Bank(R).
"SNBT has an excellent staff, great products and good market
position. We want to build upon these strengths. We expect to
continue most of the programs and services that SNBT currently
offers and augment those with the additional products and services
from Prosperity Bank." "This is a positive step for Southern
National Bank, its employees and customers. In effect, the merger
will provide SNBT with additional resources to grow and compete,"
said Harvey E. Zinn, President and Chief Executive Officer of SNBT.
"We are excited about the opportunity to become a part of a
successful and community driven organization that shares our values
and understands the importance of our customers." Zinn will become
a director of Prosperity Bank(R) upon consummation of the
transaction and will serve the bank as Chairman - Houston Area. He
has served as President and Chief Executive Officer and a director
of SNBT since its inception in 1995, and he has also served in
those same capacities with Southern National Bank since 1988.
Beginning his career in 1969 in the retail business, Mr. Zinn
served as president and chief executive officer of Electronic
Centers, Inc. where he directed the operations of 72 retail stores
in 42 cities in 10 states and was responsible for the management of
450 employees. Immediately following the merger, Prosperity will
have a total of ninety (90) full service banking locations,
thirty-eight (38) in the Houston CMSA; sixteen (16) in the Corpus
Christi area; eleven (11) in the Dallas area; six (6) in the Austin
area; two (2) in east Texas; and seventeen (17) in fifteen
contiguous counties south and southwest of Houston generally along
the NAFTA highway. Strategic Rationale and Economics * Financially
& strategically attractive * In-market expansion * Low risk
transaction * High growth Fort Bend County - #2 deposit market
share * Houston based bank with almost $5 billion in assets *
Transaction Details * Total consideration: $242.7 million *
Exchange ratio: 0.3577 * Cash per SNBT share: $7.50 * Expected
closing: 2Q 2006 * Integration completion: 2Q 2006 * Projected cost
saves: 29.0% * Valuation * Price/book per share: 2.62x *
Price/tangible book per share: 2.62x * Price to LTM (operating)
EPS: 29.8x * Price to 2005 First Call EPS: 27.7x * Price to 2006
First Call EPS: 24.8x * Price/assets 21.7% * Deposit premium: 20.9%
* Financial and Legal Advisors * Prosperity Bancshares, Inc.: *
Legal: Locke Liddell & Sapp LLP * Financial: Sandler O'Neill
& Partners, L.P. * SNB Bancshares, Inc.: * Legal: Bracewell
& Giuliani LLP * Financial: Keefe, Bruyette & Woods, Inc. A
complete investor presentation is available on Prosperity's
website, http://www.prosperitybanktx.com/ . Proposed Acquisition of
First State Bank of Grapeland On September 12, 2005, Prosperity
announced the signing of a definitive agreement to acquire
Grapeland Bancshares, Inc. and its subsidiary bank, First State
Bank. First State operates two (2) offices in Houston County; one
in Crockett, Texas and the other in Grapeland, Texas. Upon
consummation of the acquisition, expected before year end 2005,
both locations will become full service banking centers of
Prosperity Bank(R). On September 30, 2005, Grapeland Bancshares
reported, on a consolidated basis, total deposits of $46.6 million,
total loans of $43.7 million, total equity of $3.8 million and
total assets of $72.2 million. Prosperity Bancshares, Inc.
Prosperity Bancshares(R), a $3.5 billion Houston, Texas based
regional financial holding company, formed in 1983, was recently
ranked second out of 195 publicly traded companies in the 2005
Stephens, Inc. Bank and Thrift Performance Matrix. Other recent
honors include being named to the Sandler O'Neill & Partners
2005 Bank and Thrift Small All Stars, listed in US Banker's August
2005 Top 100 Publicly Traded Mid-Tier Banks, named to the Keefe
Bruyette & Woods, Inc. 2005 Honor Roll for achieving
exceptional earnings per share growth for the past 10 years and the
Houston Chronicle's Houston 100 list. Operating under a community
banking philosophy, Prosperity seeks 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 consumers and small and medium sized
businesses. In addition to established banking products, Prosperity
offers a complete line of services including: Internet Banking
services at http://www.prosperitybanktx.com/ , Retail Brokerage
Services, MasterMoney Debit Cards, and 24 hour voice response
banking. Prosperity currently operates eighty-three (83) full
service banking locations, thirty-three (33) in the Houston CMSA;
sixteen (16) in the Corpus Christi area; eleven (11) in the Dallas
area; six (6) in the Austin area; and seventeen (17) in fifteen
contiguous counties south and southwest of Houston generally along
the NAFTA highway. In connection with the proposed merger of SNB
Bancshares, Inc. ("SNBT") into Prosperity Bancshares, Inc.,
Prosperity 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 SNBT.
The registration statement will include a proxy
statement/prospectus which will be sent to the shareholders of SNBT
seeking their approval of the proposed transaction. WE URGE
INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT
ON FORM S-4 AND 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, SNBT 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 (713)
693-9300. Documents filed with the SEC by SNBT will be available
free of charge by directing a request by telephone or mail to SNB
Bancshares, Inc., 14060 Southwest Freeway, Sugar Land, Texas 77478.
SNBT's telephone number is (281) 269-7200. The directors, executive
officers, and certain other members of management of SNBT may be
soliciting proxies in favor of the merger from SNBT's shareholders.
For information about SNBT's directors, executive officers, and
members of management, shareholders are asked to refer to the most
recent proxy statement issued by SNBT, which is available on its
website, http://www.snbtx.com/ , and at the address provided in the
preceding paragraph. "Safe Harbor" Statement under the Private
Securities Litigation Reform Act of 1995: This release contains,
and the remarks by our 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
Bancshares(R), 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 whether we can:
continue to sustain our current internal growth rate or our total
growth rate; successfully close and integrate acquisitions;
continue to provide products and services that appeal to our
customers; continue to have access to the debt and equity capital
we need to sustain our growth; and achieve our sales objectives.
Other risks include 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); 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; weather; and the stock
price volatility associated with "small- cap" companies. These and
various other factors are discussed in our most recent Annual
Report on Form 10-K and other reports and statements we have filed
with the SEC. Copies of Prosperity Bancshares's (R) SEC filings may
be downloaded from the Internet at no charge from
http://www.prosperitybanktx.com/ . DATASOURCE: Prosperity
Bancshares, Inc. CONTACT: Dan Rollins, Senior Vice President of
Prosperity Bancshares, Inc., +1-713-693-9300, or ; or Harvey Zinn,
Chief Executive Officer of SNB Bancshares, Inc., +1-281-269-7200,
or Web site: http://www.prosperitybanktx.com/ http://www.snbtx.com/
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