Earlier today, at separate but concurrent special meetings, Hancock
Holding Company (Nasdaq:HBHC) shareholders and Whitney Holding
Corporation (Nasdaq:WTNY) shareholders voted in favor of the
proposed merger of the two companies.
This approval by both companies' shareholders marks another
milestone necessary for Whitney to merge with and into
Hancock. Hancock and Whitney expect to close the merger during
the second quarter of 2011, pending regulatory approval and
satisfaction of other customary closing conditions.
"We are very pleased with this significant vote of confidence
from both organizations' shareholders as Hancock and Whitney begin
building one strong company and work toward enhancing shareholder
value from the century-old legacies of Hancock Bank and Whitney
National Bank," said Hancock Holding Company President and Chief
Executive Officer Carl J. Chaney. "We look forward to
perpetuating the honor, integrity, service, and community
commitment that have sustained and distinguished both banks since
the late 1800s."
Of shareholders present and entitled to vote at the respective
meetings, 98.4 percent of Hancock shareholders and 98.7 percent of
Whitney common shareholders voted to approve the merger
agreement.
"Hancock and Whitney were both founded to help the region grow
and manage new opportunities. Both companies have remained
strong, solid hometown partners for more than a century. As we
combine to become the Gulf South's preeminent financial
institution, we look forward to enhancing the comprehensive
financial solutions available to businesses and consumers in the
Louisiana, Mississippi, Alabama, Florida, and Texas communities we
serve," said Joseph S. Exnicios, the incoming president of Whitney
Bank.
Upon completion of the merger, holders of Whitney common stock
will receive 0.418 of a share of Hancock Holding Company common
stock for each share of Whitney common stock held immediately prior
to the merger, subject to payment of cash in lieu of fractional
shares. The implied value Whitney shareholders will receive in
the merger will change depending on changes in the market price of
Hancock common stock.
When the merger closes, Hancock Holding Company is expected to
become the 32nd largest bank holding company headquartered in the
United States, with assets of almost $20 billion. The combined
company will, ultimately, operate almost 300 branches and nearly
400 ATMs under the Hancock Bank name in Mississippi, Alabama, and
Florida and the Whitney Bank brand in Louisiana and Texas.
About Hancock Holding Company
With approximately $8.1 billion in assets as of March 31, 2011,
Hancock Holding Company is headquartered in Gulfport,
Miss. Hancock operates 138 branches and more than 160 ATMs in
Mississippi, Louisiana, Alabama, and Florida. Founded in 1899,
Hancock Bank has ranked as one of America's strongest, safest
financial institutions for more than 21 consecutive years; and
Hancock Holding Company has rated as one of Forbes' "100 Most
Trustworthy Companies" for two years in a row. The Hancock
financial services family also includes Hancock Investment
Services, Inc.; Hancock Insurance Agency and its divisions of J.
Everett Eaves and Ross King Walker; Magna Insurance Company;
corporate trust offices in Gulfport and Jackson, Miss., New Orleans
and Baton Rouge, La., and Orlando, Fla.; and Harrison Finance
Company. More corporate information and e-Banking are
available at www.hancockbank.com.
The Hancock Holding Company logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=2758
About Whitney Holding Corporation
Through its principal subsidiary Whitney National Bank, Whitney
Holding Corporation offers commercial, retail, and international
banking services plus brokerage, investment, trust, and mortgage
services throughout the Gulf South region. With assets of
approximately $11.5 billion as of March 31, 2011, Whitney has more
than 150 locations and 200-plus ATMs across a five-state region,
including Houston, Texas, southern Louisiana, coastal Mississippi,
central and southern Alabama, the Florida Panhandle, and the
metropolitan Tampa Bay area. Additional information is available at
www.whitneybank.com.
"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 release contains forward-looking
statements which are not historical facts 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, 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 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 the combined company's geographic
presence and synergies are not realized in the time frame
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.
ADDITIONAL INFORMATION ABOUT THE HANCOCK HOLDING
COMPANY/WHITNEY HOLDING CORPORATION TRANSACTION
Hancock Holding Company ("Hancock") and Whitney Holding
Corporation ("Whitney") have filed a joint proxy
statement/prospectus and other relevant documents concerning the
merger with the United States Securities and Exchange Commission
(the "SEC"). This communication does not constitute an offer to
sell or the solicitation of an offer to buy any securities. WE URGE
INVESTORS TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY
OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE MERGER OR
INCORPORATED BY REFERENCE IN THE JOINT PROXY STATEMENT/PROSPECTUS
BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors can 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 at (504) 299-5208.
CONTACT: Hancock Holding Company
Carl J. Chaney, President & CEO
Michael M. Achary, EVP & CFO
Paul D. Guichet, VP, Investor Relations
800.522.6542 or 228.563.6559
Whitney Holding Corporation
Trisha Voltz Carlson, SVP
Manager Investor Relations
504.299.5208
Whitney (NASDAQ:WTNY)
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