Executives of Hancock Holding Company (Nasdaq:HBHC) and Whitney
Holding Corporation (Nasdaq:WTNY) today announced the appointment
of seven current Whitney directors to Hancock boards of directors,
effective following the anticipated merger between the two
companies later this spring.
Photos accompanying this release are available at
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Richard B. Crowell, Hardy B.
Fowler, Terence E. Hall,
R. King Milling, and Eric J.
Nickelsen will join the Hancock Holding Company Board of
Directors upon completion of the merger, which is expected to occur
during second quarter 2011.
Milling, as well as Alfred S.
Lippman and Thomas D. Westfeldt, will
serve on the board of directors for Whitney Bank, which will
operate in Louisiana and Texas after the merger.
Hancock President and CEO Carl Chaney commented, "We look
forward to welcoming these Whitney directors to the Hancock and
Whitney combined organization. Their knowledge of Gulf South
markets and the banking industry uniquely qualifies them to direct
the resulting 32nd largest financial services organization based in
the United States."
The seven Whitney directors who will join Hancock's boards after
the merger all have extensive experience as business and community
leaders. Most of the directors have served as Whitney
directors for many years.
John C. Hope, III, Chairman and CEO of Whitney Holding
Corporation, said, "The addition of these individuals to the
combined company's boards of directors is significant to both the
resulting organization and the communities being served." He
added, "These individuals hold prominent roles in their communities
and have served Whitney well. Their experience and knowledge
have been assets to this management team, and I know they will
provide the same level of expertise and support to the larger
combined organization."
Richard B. Crowell has served as a Whitney
director since 1983. Until Crowell's retirement from the
Alexandria, La., law firm of Crowell & Owens in 2009, he was
engaged since 1970 in a full-time practice that included real
estate and probate law. He also serves as a director of CLECO
Corporation, a large publicly held utility company headquartered in
Pineville, La.
Hardy B. Fowler recently concluded a 34-year
career at the international accounting firm of KPMG, including 25
years as a tax partner, and served as the New Orleans office's
managing partner during his last seven years with that
firm. Fowler serves on the boards of various civic
organizations, including Junior Achievement, and is an executive
officer of the Bureau of Governmental Research and the Business
Council of New Orleans. Fowler has served as a Whitney
director since late 2009.
Terence E. Hall has been a Whitney director
since early 2009. Hall has been the Chairman of the Board of
Superior Energy Services, Inc., a New Orleans based provider of
specialized oilfield services and equipment, since December
1995. From 1995 until 2010, he also served as
Superior's CEO. Superior has facilities located in many of the
same cities and towns in South Louisiana in which Whitney Bank
offices are located, as well as in Houston and many other U.S. and
international locations.
Alfred S. Lippman, who resides in Lafayette,
La., is an attorney and co-manager of the law firm of Lippman,
Mahfouz, Tranchina & Thorguson, LLC, in Morgan City,
La. Lippman's civic, community, and governmental activities
include service as a trustee or director on boards of the Louisiana
Governor's Mansion Foundation, the Louisiana Pilotage Fee
Commission, the Community Foundation of Acadiana, and the New
Orleans Museum of Art. He is a former trustee of the United
States Coast Guard Foundation and a former member of the Louisiana
Board of Tax Appeals. Lippman was first elected a Whitney
director in 1996.
R. King Milling was Whitney's president from
1984 to 2007, when he became vice-chairman, a position he held
until the end of 2008. Milling is a lifelong resident of New
Orleans and serves on the boards of LSU Health Sciences Center,
Dillard University, and the Greater New Orleans Education
Foundation. He is a member of the Tulane Law School Dean's
Advisory Board anda member of the board of directors of the New
Orleans Branch of the Federal Reserve Bank of Atlanta. Milling
is also the chairman of the Governor's Advisory Commission on
Coastal Protection and Restoration, serves as a member on the
Coastal Protection and Restoration Authority, and is a director of
the Louisiana Disaster Recovery Foundation. Milling has been a
Whitney director since 1978.
Eric J. Nickelsen joined the Whitney Board in
2000. A Pensacola, Fla., resident, Nickelsen has been active
in the real estate development and management businesses for many
years. Prior to beginning his real estate career, Nickelsen
was a banker with varying responsibilities relating to operations
and lending between 1966 and 1998. His civic activities in the
Pensacola market include service as chairman of institutions such
as the Pensacola Junior College Foundation, the University of West
Florida Foundation, the Pensacola Area Chamber of Commerce, Rebuild
Northwest Florida, Inc., and the Sacred Heart Health System—a large
health organization operating hospitals and other facilities.
Thomas D. Westfeldt has served as a Whitney
director since 2002. Since 1994 he has been the president of
Westfeldt Brothers, Inc., a green coffee importer headquartered in
New Orleans for more than 150 years. His involvement in New
Orleans includes service as the Chairman of the Board of
Commissioners of the Port of New Orleans Dock Board and as a
director on the boards of the Audubon Institute, Tulane Health
Sciences Center, the New Orleans Board of Trade, and the Waldo
Burton Association.
On December 21, 2010, Hancock Holding Company (Nasdaq:HBHC) and
Whitney Holding Corporation (Nasdaq:WTNY) entered into a definitive
agreement to combine the two companies. Subject to
shareholder and regulatory approval and other customary conditions,
the merger should be completed during the second quarter of 2011.
Following systems conversions in fall 2011, the combined company
will operate Whitney Bank in Louisiana and Texas and Hancock Bank
in Mississippi, Alabama, and Florida to build on the brand equity
cultivated by both institutions for more than a century.
Important Additional Information
Hancock and Whitney have filed a preliminary joint proxy
statement/prospectus and other relevant documents concerning the
Merger with the SEC, and will be filing a definitive joint proxy
statement/prospectus with the SEC, which will be mailed to
Hancock's and Whitney's shareholders. 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. Hancock
and Whitney urge investors to read the definitive joint proxy
statement/prospectus when it becomes available and any other
documents to be filed with the SEC in connection with the Merger or
incorporated by reference in the joint proxy statement/prospectus
because they will contain important information.
Investors will be able to obtain these documents free of charge
at the SEC's Web site (www.sec.gov). In addition, documents filed
with the SEC by Hancock will be available free of charge from Paul
D. Guichet, Investor Relations at (228) 563-6559. Documents filed
with the SEC by Whitney will be available free of charge from
Whitney by contacting Trisha Voltz Carlson, Investor Relations at
(504) 299-5208.
The directors, executive officers, and certain other members of
management and employees of Whitney are participants in the
solicitation of proxies in favor of the Merger from the
shareholders of Whitney. Information about the directors and
executive officers of Whitney is included in the proxy statement
for its 2010 annual meeting of shareholders, which was filed with
the SEC on April 14, 2010. Additional information regarding the
interests of such participants will be included in the definitive
joint proxy statement/prospectus and the other relevant documents
filed with the SEC when they become available.
The directors, executive officers, and certain other members of
management and employees of Hancock are participants in the
solicitation of proxies in favor of the Merger from the
shareholders of Hancock. Information about the directors and
executive officers of Hancock is included in the proxy statement
for its 2011 annual meeting of shareholders, which was filed with
the SEC on February 28, 2011. Additional information regarding the
interests of such participants will be included in the definitive
joint proxy statement/prospectus and the other relevant documents
filed with the SEC when they become available.
The Hancock Holding Company logo is available
athttp://www.globenewswire.com/newsroom/prs/?pkgid=2758
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995:
Congress passed the Private Securities Litigation Act of 1995 in
an effort to encourage corporations to provide information about
companies' anticipated future financial performance. This act
provides a safe harbor for such disclosure, which protects the
companies from unwarranted litigation if actual results are
different from management expectations. This communication contains
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act, and reflects management's current
views and estimates of future economic circumstances, industry
conditions, company performance, and financial results. These
forward-looking statements are subject to a number of factors and
uncertainties which could cause Hancock's, Whitney's or the
combined company's actual results and experience to differ from the
anticipated results and expectations expressed in such
forward-looking statements. Forward-looking statements speak only
as of the date they are made and neither Hancock nor Whitney
assumes any duty to update forward-looking statements. In addition
to factors previously disclosed in Hancock's and Whitney's reports
filed with the SEC and those identified elsewhere in this
communication, the following factors among others, could cause
actual results to differ materially from forward-looking statements
or historical performance: the possibility that the proposed
transaction does not close when expected or at all because required
regulatory, shareholder or other approvals and other conditions to
closing are not received or satisfied on a timely basis or at all;
the terms of the proposed transaction may need to be modified to
satisfy such approvals or conditions; the anticipated benefits from
the proposed transaction such as it being accretive to earnings,
expanding our geographic presence and synergies are not realized in
the timeframe anticipated or at all as a result of changes in
general economic and market conditions, interest and exchange
rates, monetary policy, laws and regulations (including changes to
capital requirements) and their enforcement, and the degree of
competition in the geographic and business areas in which the
companies operate; the ability to promptly and effectively
integrate the businesses of Whitney and Hancock; reputational risks
and the reaction of the companies' customers to the transaction;
diversion of management time on merger-related issues; changes in
asset quality and credit risk; the inability to sustain revenue and
earnings; changes in interest rates and capital markets; inflation;
customer acceptance of our products and services; customer
borrowing, repayment, investment and deposit practices; customer
disintermediation; the introduction, withdrawal, success and timing
of business initiatives; competitive conditions; and the impact,
extent and timing of technological changes, capital management
activities, and other actions of the Federal Reserve Board and
federal and state banking regulators, and legislative and
regulatory actions and reforms, including those associated with the
Dodd-Frank Wall Street Reform and Consumer Protection Acts.
The photo is also available at Newscom, www.newscom.com, and via
AP PhotoExpress.
CONTACT: Carl J. Chaney, President & Chief Executive Officer
Michael M. Achary, EVP & Chief Financial Officer
Paul D. Guichet, VP, Investor Relations Manager
800.522.6542 or 228.563.6559
Whitney Holding Corporation
Trisha Voltz Carlson, SVP, Investor Relations Manager
504.299.5208
Whitney (NASDAQ:WTNY)
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