BankUnited, Inc. (“BKU”) (NYSE:BKU) and Herald National Bank
(“Herald” or “HNB”) (NYSE AMEX:HNB) today announced the execution
of a definitive merger agreement pursuant to which BKU will,
subject to the terms and conditions set forth therein, acquire
Herald. Herald will initially operate as a separate subsidiary of
BKU. Randy Nielsen, Herald’s Chairman and Chief Executive Officer,
will remain Chief Executive Officer of Herald at the close of the
transaction.
The merger, which is subject to approval by regulatory
authorities and HNB shareholders, is expected to close in the
fourth quarter of 2011.
Under the terms of the merger agreement, which has been approved
by both boards of directors, holders of HNB common and preferred
stock will have the right, subject to proration, to elect to
receive cash or BKU common stock, in either case having a value
equal to $1.35 plus the value of 0.0990 shares of BKU common stock.
Based on the closing price of BKU’s common stock at the close of
business on June 1, 2011, the transaction values each share of HNB
common and preferred stock at $4.13, for a total transaction value
of approximately $71.4 million. The total consideration is expected
to consist of approximately $22.9 million in cash and approximately
1.7 million shares of BKU common stock. Based on the transaction
value, the purchase price is 1.4 times HNB’s stated book value as
of March 31, 2011, and 1.1 times HNB’s book value when adjusted for
the recognition of a portion of the deferred tax asset recorded by
Herald.
Rajinder P. Singh, Chief Operating Officer of BKU, stated, “The
acquisition of Herald is an important step toward expanding the
reach of BankUnited into the New York market. Herald’s focus on
relationship banking is perfectly aligned with our core vision.
With its clean balance sheet and team of talented professionals, we
expect this transaction to make a significant contribution to
BankUnited’s earnings over time.”
Douglas J. Pauls, Chief Financial Officer of BKU, added, “This
is a great example of our ability to leverage excess capital to do
a smart and opportunistic transaction. We will be using a portion
of the proceeds from our successful initial public offering at the
beginning of the year to purchase a bank with good credit
discipline at a fair price.”
When asked about the merger, Mr. Nielsen commented, “We are
thrilled to become a part of the BKU family. This combination is a
great outcome for our shareholders and employees and will allow us
to better serve our customers. BKU is a unique growth story and we
are excited to begin a new chapter with them in New York.”
BKU was advised by the law firm of Skadden, Arps, Slate, Meagher
& Flom LLP. HNB was advised by and received a fairness opinion
from Sandler O’Neill + Partners, L.P. and was advised by the law
firm of Luse Gorman Pomerenk & Schick, P.C.
About BankUnited, Inc.
BankUnited, Inc. is the parent company of BankUnited, one of the
most well-capitalized banks in the country and the second largest
depository institution in Florida based on assets. Serving
businesses and consumers in 13 Florida counties through more than
80 branches, BankUnited provides a wide range of commercial and
consumer banking services. For additional information, visit
www.BankUnited.com.
About Herald National
Bank
Herald National Bank is a relationship-based banking institution
dedicated to serving the commercial and private banking needs of
small to mid-size businesses, their owners, executives and senior
managers, as well as high-net-worth individuals in the New York
metropolitan area. Herald National Bank presently has three offices
located in Manhattan (623 Fifth Avenue), Brooklyn (1333 60th
Street), and Melville, Long Island (58 South Service Road). For
more information, visit www.heraldnb.com.
Forward-Looking
Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
that reflect the current views of BKU and Herald with respect to,
among other things, future events and financial performance. BKU
and Herald generally identify forward-looking statements by
terminology such as “outlook”, “believes,” “expects,” “potential,”
“continues,” “may,” “will,” “could,” “should,” “seeks,”
“approximately,” “predicts,” “intends,” “plans,” “estimates,”
“anticipates” or the negative version of those words or other
comparable words. Any forward-looking statements contained in this
press release are based on the current plans, estimates and
expectations of BKU and Herald. The inclusion of this
forward-looking information should not be regarded as a
representation by BKU or Herald that the future plans, estimates or
expectations contemplated herein will be achieved. Such
forward-looking statements are subject to various risks and
uncertainties and assumptions relating to BKU’s and Herald’s
respective operations, financial results, financial condition,
business prospects, ability to complete the merger, growth,
strategy and liquidity. If one or more of these or other risks or
uncertainties materialize, or if the underlying assumptions prove
to be incorrect, actual results may vary materially from those
indicated in these statements. These factors should not be
construed as exhaustive. Neither BKU nor Herald undertakes any
obligation to publicly update or review any forward-looking
statement, whether as a result of new information, future
developments or otherwise. A number of important factors could
cause actual results to differ materially from those indicated by
the forward-looking statements. Information on these factors can be
found in the 2010 Annual Reports on Form 10-K of BKU and HNB, and
in the Quarterly Reports on Form 10-Q of BKU and HNB, filed by BKU
with the Securities and Exchange Commission (the “SEC”) and
available at the SEC’s website (www.sec.gov) and filed by HNB with
the Office of the Comptroller of the Currency (the “OCC”) and
available at HNB’s website (www.heraldnb.com).
Additional Information
In connection with the proposed merger, BKU will file with the
SEC a Registration Statement on Form S-4 that will include a Proxy
Statement of Herald and a Prospectus of BKU, as well as other
relevant documents concerning the proposed transaction. INVESTORS
ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY
STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES AVAILABLE
AND ANY OTHER RELEVANT DOCUMENTS FILED BY BKU WITH THE SEC AND BY
HNB WITH THE OCC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE
DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors will be able to obtain a free copy of the Proxy
Statement/Prospectus, as well as other filings containing
information about BKU and Herald at the SEC’s website
(http://www.sec.gov), and with respect to Herald, its website
(www.heraldnb.com). You will also be able to obtain these
documents, free of charge, at http://www.bankunited.com under the
tab “About Us” and then under the heading “Investor Relations” and
then under “SEC Filings.” Copies of the Proxy Statement/Prospectus
and the SEC and OCC filings that will be incorporated by reference
in the Proxy Statement/Prospectus can also be obtained, free of
charge, by directing a request to Douglas J. Pauls, 14817 Oak Lane,
Miami Lakes, FL 33016, (305) 461-6841.
BKU and Herald and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the stockholders of Herald in connection with the
proposed merger. Information about the directors and executive
officers of BKU is set forth in the Annual Report on Form 10-K of
BKU for the year ended December 31, 2010, as filed with the SEC on
March 31, 2011. Information about the directors and executive
officers of Herald is set forth in the proxy statement for Herald’s
2011 annual meeting of stockholders, as filed with the OCC and
posted on Herald’s website and dated April 22, 2011. Additional
information regarding the interests of those persons and other
persons who may be deemed participants in the transaction may be
obtained by reading the Proxy Statement/Prospectus regarding the
proposed merger when it becomes available. You may obtain free
copies of this document as described in the preceding
paragraph.
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