Allegiance Bancshares, Inc. (NASDAQ: ABTX) (“Allegiance”), the
holding company of Allegiance Bank, and CBTX, Inc. (NASDAQ: CBTX)
(“CBTX”), the holding company of CommunityBank of Texas, N.A.,
today jointly announced receipt of regulatory approval from the
Board of Governors of the Federal Reserve System to complete the
previously announced merger of equals. This approval follows prior
approvals from the Federal Deposit Insurance Corporation, the Texas
Department of Banking and the shareholders of both companies. No
further regulatory approvals are required to complete the merger of
Allegiance and CBTX. Upon closing, the merger will create a premier
Texas banking franchise with the scale and capabilities to provide
extraordinary service to a broad range of business and consumer
customers throughout the Houston region and beyond.
Allegiance and CBTX expect to complete the merger
on or about October 1, 2022, pending satisfaction or waiver of
customary closing conditions. Following completion of the merger,
the combined company will change its name to Stellar Bancorp, Inc.
and will trade under the ticker symbol “STEL”.
“We are pleased to have received regulatory
approval for the merger of our two highly complementary companies,”
said CBTX’s Chairman, CEO and President Robert R. Franklin, Jr.,
who will lead the combined company as CEO. “The scale of this
combination reinforces its value as we share common cultures with
the commitment to enhance and deliver long-term value to our
customers, employees, shareholders and communities we serve,”
continued Franklin.
“Receiving the necessary approvals paves the way
for the great opportunity that we have ahead of us to create a
powerful partnership that will further set us apart as a leader and
competitor across our markets,” said Allegiance Chairman and CEO
Steve Retzloff. “After months of collaborative planning, we are
dedicated to ensuring a successful integration of our two
outstanding financial institutions,” concluded Retzloff.
Banking locations for both companies will continue
to operate under their respective names until full integration is
complete, which is anticipated to take place in the first quarter
of 2023. Until integration, customers will not experience any
changes to their banking and should continue using their current
banking locations, checks, bank cards, online banking and other
banking services. Signage and documents will begin to reflect the
Stellar Bank name following the integration of the companies’
banking systems.
About Allegiance Bancshares,
Inc.
As of June 30, 2022, Allegiance was a $6.73 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 June 30, 2022, Allegiance Bank operated 26
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.
About CBTX, Inc.
As of June 30, 2022, CBTX, Inc. was a $4.32 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.
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, 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 and 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 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 amount of
the costs, fees, expenses and charges related to the merger; (6)
the risk that required regulatory approvals may result in the
imposition of conditions that could adversely affect the combined
company or the expected benefits of the transaction; (7)
reputational risk and the reaction of each company’s customers,
suppliers, employees or other business partners to the merger; (8)
the failure of the closing conditions in the merger agreement to be
satisfied, or any unexpected delay in closing the merger; (9) the
possibility that the merger may be more expensive to complete than
anticipated, including as a result of unexpected factors or events;
(10) the dilution caused by CBTX’s issuance of additional shares of
its common stock in the merger; (11) general competitive, economic,
political and market conditions; and (12) other factors that may
affect future results of Allegiance and CBTX 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, Texas Department of Banking and Office of the
Comptroller of the Currency and legislative and regulatory actions
and reforms.
Additional factors which could affect future
results of Allegiance and CBTX can be found in Allegiance’s Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current
Reports on Form 8-K and CBTX’s Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q, and 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. Each of Allegiance and CBTX disclaims any
obligation and does 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.
Allegiance Bancshares,
Inc.ir@allegiancebank.com
CBTX,
Inc.investors@CBoTX.com
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