Filed by: CBTX, Inc.
Pursuant to Rule 425 under
the Securities Act of 1933
and deemed filed pursuant
to Rule 14a-12
of the Securities Exchange
Act of 1934
Subject Company: Allegiance
Bancshares, Inc.
Commission File No.: 001-37585
This filing relates to the proposed
transaction between Allegiance Bancshares, Inc. (“Allegiance”) and CBTX, Inc. (“CBTX”) pursuant to the Agreement
and Plan of Merger, dated as of November 5, 2021, by and between Allegiance and CBTX.
CommunityBank of Texas and Allegiance Bank Come Together
We are excited to create a premier Texas franchise!
Click here to learn more. (button)
We are excited to announce that CommunityBank of Texas and Allegiance
Bank are merging to create a premier Texas bank.
Together, we will be able to enhance our values and vision to better
serve our customers, employees, and communities.
As of this announcement, our day-to-day operations will remain the
same and we will continue to conduct business as usual. Please continue to contact your banking officer that you know and trust for all
your financial needs.
FAQ
How will the announcement of the merger impact me at this time?
The announcement of the merger will have no immediate impact on you.
Please continue to conduct your banking with us as you have always done. We will maintain normal business operations and will continue
to provide you with the same high-level service and support.
How will the merger impact me after the close date?
We expect the merger to close in the second quarter of 2022. A close
date is simply when the legal combination is effective. This date is always subject to change, and we will continue to operate as two
separate banks until we have reached closing. After close, it will take several months before we are fully integrated with Allegiance.
We are committed to providing you timely communications throughout the transition.
Can you tell me more about Allegiance Bank?
Since 2007, Allegiance has been serving the Greater Houston area and
neighboring communities by providing full-service banking solutions to serve the needs of owner-operated businesses, professionals, and
individual customers. Allegiance operates 27 full-service banking locations in the greater Houston region.
Why are we merging with Allegiance Bank?
Our complementary culture and values make for an ideal partnership.
Collectively, we have a shared vision in our commitment to a high level of service, our approach in building strong, long-term relationships,
and a spirit of giving back to our communities. Together, we will be creating a premier Texas franchise, putting us in an even better
position to serve your financial needs. As we move forward together, we are creating a stronger organization with enhanced abilities to
provide an even better banking experience.
Who should I contact with any questions?
Please do not hesitate to contact your local banking officer with any
questions.
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 Allegiance and CBTX, including future financial and operating results (including the anticipated
impact of the transaction on Allegiance’s and CBTX’s respective earnings and book value), statements related to the expected
timing of the completion of the merger, the combined company’s plans, objectives, expectations and intentions, and other statements
that are not historical facts. Forward-looking statements may be identified by terminology such as "may," "will,"
"should," "scheduled," "plans," "intends," "anticipates," "expects," "believes,"
"estimates," "potential," 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 or 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 announcement and 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
failure to obtain the necessary approvals by the shareholders of Allegiance or CBTX; (6) the amount of the costs, fees, expenses and
charges related to the merger; (7) the ability by each of Allegiance and CBTX to obtain required governmental approvals of the
merger (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company
or the expected benefits of the transaction); (8) reputational risk and the reaction of each company’s customers, suppliers,
employees or other business partners to the merger; (9) the failure of the closing conditions in the merger agreement to be
satisfied, or any unexpected delay in closing the merger; (10) the possibility that the merger may be more expensive to complete
than anticipated, including as a result of unexpected factors or events; (11) the dilution caused by CBTX’s issuance of
additional shares of its common stock in the merger; (12) general competitive, economic, political and market conditions; and (13)
the costs, effects and results of regulatory examinations, investigations, including the ongoing investigation by the Financial
Crimes Enforcement Network of the U.S. Department of Treasury, or FinCEN, of CBTX or the ability of CBTX to obtain required
regulatory approvals; (14) the possible results and amount of civil money penalties related to such FinCEN investigation and CBTX's
BSA/AML program; and (15) other factors that may affect future results of CBTX and Allegiance 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 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 the 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.
Allegiance and CBTX disclaim any obligation and do 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.
Information about the Merger and Where to Find It
This press release 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.
In connection with the proposed merger, CBTX intends to file a registration
statement on Form S-4 with the SEC to register the shares of CBTX common stock that will be issued to Allegiance shareholders in connection
with the merger. The registration statement will include a joint proxy statement/prospectus and other relevant materials in connection
with the proposed merger, which will be sent to the shareholders of CBTX and Allegiance seeking their approval of the proposed merger.
WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT
ON FORM S-4, THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS
FILED OR TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IN CONNECTION WITH THE PROPOSED MERGER BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT ALLEGIANCE, CBTX AND THE PROPOSED MERGER.
Investors and security holders may obtain free copies of these documents,
once they are filed, and other documents filed with the SEC by Allegiance or CBTX through the website maintained by the SEC at https://www.sec.gov.
Documents filed with the SEC by CBTX will be available free of charge by accessing the CBTX’s website at www.communitybankoftx.com
under the heading “Investor Relations” or, alternatively, by directing a request by mail or telephone to CBTX, Inc., 9 Greenway
Plaza, Suite 110, Houston, Texas 77046, Attn: Investor Relations, (713) 210-7600, and documents filed with the SEC by Allegiance will
be available free of charge by accessing Allegiance’s website at www.allegiancebank.com under the heading "Investor Relations"
or, alternatively, by directing a request by mail or telephone to Allegiance Bancshares, Inc., 8847 West Sam Houston Parkway, N., Suite
200, Houston, Texas 77040, (281) 894-3200.
Participants in the Solicitation
CBTX, Allegiance and certain of their respective directors and
executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of CBTX and Allegiance in
connection with the proposed merger. Certain information regarding the interests of these participants and a description of their
direct or indirect interests, by security holdings or otherwise, will be included in the joint proxy statement/prospectus regarding
the proposed merger when it becomes available. Additional information about the directors and executive officers of CBTX and their
ownership of CBTX's common stock is set forth in CBTX's proxy statement for its annual meeting of shareholders, filed with the SEC
on April 14, 2021. Additional information about the directors and executive officers of Allegiance and their ownership of
Allegiance's common stock is set forth in Allegiance's proxy statement for its annual meeting of shareholders, filed with the SEC on
March 10, 2021. These documents can be obtained free of charge from the sources described above.
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