Home BancShares, Inc. Announces Full Approval for Merger with Happy Bancshares, Inc.
25 Fevereiro 2022 - 10:15AM
Home BancShares, Inc. (NYSE: HOMB) (“Home” or “the Company”), the
parent company of Centennial Bank, today announced it has received
the final approval needed from the Federal Reserve Board of its
application for the previously announced merger with Happy
Bancshares, Inc. (“Happy”).
The Company previously received approval from
the Arkansas State Banking Board on December 16, 2021. In addition,
the shareholders of Home voted to approve the issuance of common
stock in the acquisition of Happy, and the shareholders of Happy
voted to approve the Agreement and Plan of Merger on December 15,
2021. The acquisition is anticipated to close in early April
2022.
“We are very happy to have received our final
piece in the approval process to acquire Happy Bancshares. Our
teams on both sides have been actively making plans and are anxious
to officially kick off the merger process,” said John Allison,
Chairman, CEO and President.
Under the terms of the agreement, Happy
Bancshares shareholders upon closing of the merger will receive
2.17 shares of Home BancShares stock for each share of Happy
Bancshares they own and will be entitled to begin receiving
quarterly dividends declared by Home BancShares.
About Home BancShares
Home BancShares operates as the bank holding
company for Centennial Bank that provides commercial and retail
banking, and related financial services to businesses, real estate
developers and investors, individuals, and municipalities.
Centennial Bank has branch locations in Arkansas, Florida, South
Alabama and New York City. The Company's common stock is traded
through the New York Stock Exchange under the symbol “HOMB.” The
company was founded in 1998 and is headquartered in Conway,
Arkansas. Visit www.homebancshares.com or www.my100bank.com for
more information.
About Happy Bancshares
Happy Bancshares operates as the bank holding
company for Happy State Bank that offers a broad range of financial
services and products through its current network of bank branches
in communities across the Texas Panhandle, South Plains, Austin,
Central Texas and the Dallas/Fort Worth Metroplex. Happy State Bank
was founded in 1908 in Happy, Texas and today is headquartered in
Amarillo, Texas. Visit www.HappyBank.com for more information.
General
This release may contain forward-looking
statements regarding the Company’s plans, expectations, goals and
outlook for the future, as well as statements about the proposed
business combination transaction involving Home and Happy.
Statements in this press release that are not historical facts
should be considered forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are not guarantees of future events,
performance or results. When we use words like “may,” “plan,”
“propose,” “contemplate,” “anticipate,” “believe,” “intend,”
“continue,” “expect,” “project,” “predict,” “estimate,” “could,”
“should,” “would,” and similar expressions, you should consider
them as identifying forward-looking statements, although we may use
other phrasing. Forward-looking statements of this type speak
only as of the date of this news release. By nature,
forward-looking statements involve inherent risk and uncertainties.
Various factors could cause actual results to differ materially
from those contemplated by the forward-looking statements. These
factors include, but are not limited to, the following:
economic conditions, credit quality, interest rates, loan demand,
real estate values and unemployment; disruptions, uncertainties and
related effects on our business and operations as a result of the
ongoing coronavirus (COVID-19) pandemic and measures that have been
or may be implemented or imposed in response to the pandemic,
including the impact on, among other things, credit quality and
liquidity; the possibility that the proposed acquisition of Happy
does not close when expected or at all because required conditions
to closing are not received or satisfied on a timely basis or at
all; the possibility that such transaction may be more expensive to
complete than anticipated, including as a result of unexpected
factors or events; the risk that the benefits from the transaction
may not be fully realized or may take longer to realize than
expected, including as a result of changes in general economic and
market conditions, ongoing or future effects of the COVID-19
pandemic, interest and exchange rates, monetary policy, laws and
regulations and their enforcement, and the degree of competition in
the geographic and business areas in which Home and Happy operate;
the ability to promptly and effectively integrate the businesses of
Home and Happy; the reaction to the transaction of the companies’
customers, employees and counterparties; diversion of management
time on acquisition-related issues; the effect of any future
mergers, acquisitions or other transactions to which we or our bank
subsidiary may from time to time be a party, including as a result
of one or more of the factors described above as they would relate
to such transaction; the ability to identify, enter into and/or
close additional acquisitions; legislative and regulatory
changes and risks and expenses associated with current and future
legislation and regulations, including those in response to the
COVID-19 pandemic; technological changes and cybersecurity risks;
the effects of changes in accounting policies and practices;
changes in governmental monetary and fiscal policies; political
instability; competition from other financial institutions;
potential claims, expenses and other adverse effects related to
current or future litigation, regulatory examinations or other
government actions; changes in the assumptions used in making the
forward-looking statements; and other factors described in reports
we file with the Securities and Exchange Commission (the “SEC”),
including those factors set forth in our Annual Report on Form 10-K
for the year ended December 31, 2021, filed with the SEC on
February 24, 2022.
Additional Important Information and
Where to Find It
In connection with the proposed acquisition,
Home has filed with the SEC a Registration Statement on Form S-4
(the “Registration Statement”) to register the shares of Home
common stock to be issued to shareholders of Happy in connection
with the transaction. The Registration Statement includes a joint
proxy statement of Home and Happy and a prospectus of Home (the
“Joint Proxy Statement/Prospectus”), as well as other relevant
materials regarding the proposed merger transaction involving Home
and Happy. INVESTORS AND SECURITY HOLDERS OF HOME AND HAPPY ARE
ADVISED 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 REGARDING THE PROPOSED
MERGER TRANSACTION. Investors and security holders may obtain free
copies of these documents and other documents filed with the SEC on
the SEC’s website at http://www.sec.gov. Investors and security
holders may also obtain free copies of the documents filed with the
SEC by Home at Home’s website at http://www.homebancshares.com,
Investor Relations, or by contacting Donna Townsell, by telephone
at (501) 328-4625.
Investor ContactDonna
TownsellDirector of Investor RelationsHome BancShares, Inc.(501)
328-4625
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