Renasant Corporation and First M&F Corporation Announce
Definitive Merger Agreement
TUPELO, Miss. and KOSCIUSKO, Miss., Feb.
7, 2013 /PRNewswire/ -- Renasant Corporation (NASDAQ:
RNST) and First M&F Corporation (NASDAQ: FMFC) jointly
announced today the signing of a definitive merger agreement
pursuant to which Renasant Corporation ("Renasant" or "the
Company") will acquire First M&F Corporation ("M&F"), a
bank holding company headquartered in Kosciusko, Mississippi, and the parent of Merchants &
Farmers Bank, a Mississippi
banking corporation.
(Logo: http://photos.prnewswire.com/prnh/20130207/CL56161LOGO
)
Upon completion of the transaction, the combined company will
have approximately $5.8 billion in
total assets and will rank as the 4th largest bank by
deposits in Mississippi. The
transaction will add $1.6 billion in
assets, $1.4 billion in deposits and
36 full-service locations throughout Renasant's Mississippi, Alabama and Tennessee banking franchises. The merger will
significantly increase the Company's deposit market share in the
Birmingham and Memphis MSAs and
the key Mississippi markets of
Tupelo, Oxford and Starkville, and will provide entrance into the
suburban markets surrounding Jackson,
Mississippi. Additionally, the merger will provide a stable
source of low-cost core deposits which will supplement and enhance
Renasant's future growth activities. Finally, the merger will
strengthen the Company's overall business lines by doubling its
insurance operations and complementing its mortgage and wealth
management divisions.
"We are excited for the opportunity to expand our reach within
every Renasant region, double our insurance operations, and enhance
our mortgage and wealth management divisions. This merger creates a
stronger Renasant franchise that allows for not only new market
entries and additional branch locations within our legacy markets,
but provides the realization of significant cost savings through
strategic branch consolidations and future earnings growth by
combining two strongly competitive community banking institutions,"
said Renasant Chairman, President and Chief Executive Officer,
E. Robinson McGraw. "M&F is a
community bank with an operating philosophy centered on fast,
simple and local service with a banking culture similar to our own.
We believe that this partnership between these two strong,
likeminded community banks will greatly benefit both Renasant's and
M&F's current and future clients with our combined locations,
services and product offerings."
According to the terms of the merger agreement, which has been
unanimously approved by the Boards of Directors of both companies,
M&F common shareholders will receive 0.6425 shares of Renasant
common stock for each share of M&F common stock, and the merger
is expected to qualify as a tax-free reorganization for M&F
shareholders. Based on Renasant's 10-day average closing price of
$19.22 per share as of February 4, 2013, the aggregate common stock
consideration is approximately $118.8
million or 119% of tangible book value per share. Under the
proposed terms, the transaction is expected to be accretive to
Renasant's 2013 estimated earnings per share with the estimated
tangible book value dilution being earned back within 2.5
years.
Commenting on the transaction, Hugh S.
Potts, Jr., Chairman and Chief Executive Officer of First
M&F Corporation said, "The combination of M&F and Renasant,
two banks with deep roots philosophically and physically, will
create a much stronger competitor throughout our various markets.
Our capacity and commitment to both personal and technological
convenience will be materially enhanced by offering our clients all
the products and services of a much larger financial services
institution with the high degree of service found in a local
community bank. The talents and efforts of both
Renasant and M&F Bank families will now extend into a future
filled with a sense of grateful history, tradition, optimism, and
great promise."
The acquisition is expected to close during the third quarter of
2013 and is subject to Renasant and M&F shareholder approval,
regulatory approval, and other conditions set forth in the merger
agreement. Pursuant to the terms of the merger agreement, M&F
Bank will merge with and into Renasant Bank immediately after the
merger of M&F with and into Renasant. Subject to the receipt of
regulatory approvals, it is expected that all M&F preferred
stock and warrants held by the U.S. Treasury under the Community
Development Capital Initiative will be redeemed prior to the
closing of the merger.
Renasant Corporation was advised by the investment banking firm
of Sandler O'Neill + Partners, L.P., and the law firm of
Phelps Dunbar, L.L.P. First M&F
Corporation was advised by the investment banking firm of Keefe,
Bruyette & Woods, Inc., and the law firm of Jones, Walker, Waechter, Poitevent, Carrere
& Denegre L.L.P.
Conference Call Information:
Renasant's and M&F's
senior management will host an investor conference call and webcast
today, February 7, 2013, at
10:00am Eastern through
www.renasant.com or
http://services.choruscall.com/links/rnst130207.html.
The conference may be accessed via telephone by dialing
1-888-317-6003 in the United
States and enter pin number 0037115.
International participants should dial 1-413-417-6061 and
enter the same participant passcode. A presentation outlining this
announcement will be available during the call through the
Company's webcast. A replay of the conference call will be
available by dialing 1-877-344-7529 in the U.S. or 1-412-317-0088
internationally until February 22,
2013. The webcast can be replayed until February, 7, 2014,
from the Company's website.
About Renasant Corporation
Renasant Corporation, a 108-year-old financial services
institution, is the parent of Renasant Bank and Renasant Insurance.
Renasant has assets of approximately $4.2
billion and operates over 75 banking, mortgage, financial
services and insurance offices in Mississippi, Tennessee, Alabama and Georgia.
Contacts:
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For
Media:
|
For
Financials:
|
|
John
Oxford
|
Kevin
Chapman
|
|
Vice
President
|
Senior
Executive Vice President
|
|
Director
of External
Affairs
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Chief
Financial Officer
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(662)
680-1219
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(662)
680-1450
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joxford@renasant.com
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kchapman@renasant.com
|
About First M&F Corporation
First M&F Corp., the parent of M&F Bank, is a
120-year-old community bank committed to proceed with its mission
of making the mid-south better through the delivery of excellence
in financial services to 26 communities in Mississippi, Alabama and Tennessee. First M&F Corp had total assets
of approximately $1.6 billion at
December 31, 2012.
Contact:
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John
Copeland
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|
Chief
Financial Officer
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|
(662)
289-8594
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jcopeland@mfbank.com
|
Additional Information about the Renasant/M&F
Transaction
Renasant and M&F will be filing a joint proxy
statement/prospectus, and other relevant
documents concerning the merger with
the Securities and Exchange
Commission (the "SEC"). 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.
INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS
AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH
THE MERGER OR INCORPORATED BY REFERENCE IN THE JOINT PROXY
STATEMENT/PROSPECTUS BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT RENASANT, M&F AND THE PROPOSED MERGER.
When available, the joint proxy statement/prospectus will be
mailed to shareholders of both Renasant and M&F.
Investors will also be able to obtain copies of the joint proxy
statement/prospectus and other relevant documents (when they become
available) free of charge at the SEC's Web site
(www.sec.gov). In addition, documents filed with the SEC by
Renasant will be available free of charge from Mitchell Waycaster, Director of Investor
Relations, Renasant Corporation, 209 Troy Street, Tupelo, Mississippi 38804-4827, telephone:
(662) 680-1215. Documents filed with the SEC by M&F will
be available free of charge from M&F by contacting John G. Copeland, Chief Financial Officer, First
M&F Corporation, 134 West Washington Street, Kosciusko, Mississippi 39090, telephone: (662)
289-8594.
Renasant, M&F and certain of their directors, executive
officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies from the
shareholders of Renasant and M&F in connection with the
proposed merger. Information about the directors and
executive officers of Renasant is included in the proxy statement
for its 2012 annual meeting of shareholders, which was filed with
the SEC on March 8, 2012.
Information about the directors and executive officers of M&F
is included in the proxy statement for its 2012 annual meeting of
shareholders, which was filed with the SEC on March 14, 2012. Additional information
regarding the interests of such participants and other persons who
may be deemed participants in the transaction will be included in
the joint proxy statement/prospectus and the other relevant
documents filed with the SEC when they become available.
"Safe Harbor" Statement Under the Private Securities
Litigation Reform Act of 1995
This press release contains forward-looking statements within
the meaning of 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 within the meaning of the Private Securities Litigation
Reform Act, 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 Renasant's, M&F'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 Renasant nor M&F assumes any
duty to update forward looking statements. In addition to
factors previously disclosed in Renasant's and M&F's reports
filed with the SEC and those identified elsewhere in this press
release, these forward-looking statements include, but are not
limited to, statements about (i) the expected benefits of the
transaction between Renasant and M&F and between Renasant Bank
and Merchants and Farmers Bank, including future financial and
operating results, cost savings, enhanced revenues and the expected
market position of the combined company that may be realized from
the transaction, and (ii) Renasant and M&F's plans, objectives,
expectations and intentions and other statements contained in this
press release that are not historical facts. Other statements
identified by words such as "expects," "anticipates," "intends,"
"plans," "believes," "seeks," "estimates," "targets," "projects" or
words of similar meaning generally are intended to identify
forward-looking statements. These statements are based upon
the current beliefs and expectations of Renasant's and M&F's
management and are inherently subject to significant business,
economic and competitive risks and uncertainties, many of which are
beyond their respective control. In addition, these
forward-looking statements are subject to assumptions with respect
to future business strategies and decisions that are subject to
change. Actual results may differ materially from those
indicated or implied in the forward-looking statements.
The following risks, among others, could cause actual results to
differ materially from the anticipated results or other
expectations expressed in the forward-looking statements: (1) the
businesses of Renasant and M&F may not be integrated
successfully or the integration may be more difficult,
time-consuming or costly than expected; (2) the expected growth
opportunities or costs savings from the transaction may not be
fully realized or may take longer to realize than expected; (3)
revenues following the transaction may be lower than expected as a
result of losses of customers or other reasons; (4) deposit
attrition, operating costs, customer loss and business disruption
following the transaction, including difficulties in maintaining
relationships with employees, may be greater than expected; (5)
governmental approvals of the transaction may not be obtained on
the proposed terms or expected timeframe; (6) Renasant's or
M&F's shareholders may fail to approve the transaction; (7) the
terms of the proposed transaction may need to be modified to
satisfy such approvals or conditions; (8) reputational risks and
the reaction of the companies' customers to the transaction; (9)
diversion of management time on merger related issues; (10) changes
in asset quality and credit risk; (11) inflation; (12) customer
acceptance of our products and services; (13) customer borrowing,
repayment, investment and deposit practices; (14) the introduction,
withdrawal, success and timing of business initiatives; (15) the
impact, extent, and timing of technological changes; (16) a
weakening of the economies in which the combined company will
conduct operations may adversely affect our operating results; (17)
the U.S. legal and regulatory framework, including those associated
with the Dodd Frank Wall Street Reform and Consumer Protection Act,
could adversely affect the operating results of the combined
company; (18) the interest rate environment may compress margins
and adversely affect net interest income; and (19) competition from
other financial services companies in our markets could adversely
affect operations. Additional factors that could cause
Renasant's and M&F's results to differ materially from those
described in the forward-looking statements can be found in
Renasant's and M&F's reports (such as Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q and Current Reports on Form
8-K) filed with the SEC and available at the SEC's website
(www.sec.gov). All subsequent written and oral
forward-looking statements concerning Renasant, M&F or the
proposed merger or other matters and attributable to Renasant,
M&F or any person acting on either of their behalf are
expressly qualified in their entirety by the cautionary statements
above. Renasant and M&F do not undertake any obligation
to update any forward-looking statement, whether written or oral,
to reflect circumstances or events that occur after the date the
forward-looking statements are made.
Filed by Renasant Corporation
pursuant to Rule 425 under the
Securities Act of 1933 and deemed filed
pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934
Subject Company: First M&F Corporation
Commission File No.: 000-09424
SOURCE Renasant Corporation