Texas United Bancshares Announces Acquisition of Northwest Bancshares, Inc.
23 November 2005 - 2:33PM
PR Newswire (US)
LA GRANGE, Texas, Nov. 22 /PRNewswire-FirstCall/ -- Texas United
Bancshares, Inc. ("Texas United"), announced today the signing of a
definitive agreement providing for the acquisition of Northwest
Bancshares, Inc. ("Northwest"), Roanoke, Texas through the merger
of Northwest with and into Texas United. In addition, Northwest's
wholly owned subsidiary bank, Northwest Bank, will be merged with
and into GNB Financial, n.a., a wholly owned subsidiary of Texas
United. Under the terms of the merger agreement, shareholders of
Northwest will receive aggregate consideration of $31,000,000,
consisting of $12,400,000 in cash and a number of shares of Texas
United common stock valued at $18,600,000, subject to adjustment as
provided in the merger agreement. The market value of the Texas
United common stock will be based on the average trading price of
the Texas United common stock for the 40 consecutive trading days
ending on and including the tenth trading day preceding the closing
date. The transaction is expected to be accretive to earnings in
the fourth quarter of 2006. MERGER RATIONALE: * Strategically
located in the high growth Fort Worth area of the Dallas/Fort Worth
Metroplex * Strong performing institution with attractive
management team * Excellent addition to current and pending
investments in the Dallas/Fort Worth Metroplex * High profile
locations with excellent business development opportunities
TRANSACTION SUMMARY: * Total consideration: $31,000,000 *
Price/Book: 2.63x * Price/2005 Estimated Earnings: 14.8x *
Price/Assets: 25% * Deposit Premium: 17% * Texas United Board Seat
Granted: One * Projected Cost Savings: 12% ($600,000 based on
Northwest's 2004 non- interest expense) Northwest Bank has branches
in Roanoke, Fort Worth Stockyards, Keller, Haltom City and Azle. At
September 30, 2005, Northwest had, on a consolidated basis, total
assets of $124.9 million, deposits of $112.4 million and
shareholders' equity of $11.8 million. On a pro forma basis as of
September 30, 2005, the acquisition of Northwest, combined with the
pending acquisitions of Gateway Holding Company, Inc., Dallas,
Texas, and The Express Bank of Texas, Round Rock, Texas, will
result in consolidated total assets of Texas United of
approximately $1.7 billion. Additionally, the acquisition will
increase Texas United's presence in the rapidly growing Fort Worth
area of the Dallas/Fort Worth Metroplex. The addition of Northwest
compliments Texas United's established base in the Metroplex.
Subsequent to this transaction and the acquisition of Gateway
Holding Company, Inc., Texas United will have 18 locations in the
Dallas/Fort Worth Metroplex with total assets of approximately $600
million on a pro forma basis as of September 30, 2005. L. Don
Stricklin, President and CEO of Texas United, commented, "The
Northwest Bancshares, Inc. merger represents a continuation of our
strategy to expand into high-growth suburban markets in major
metropolitan areas of Texas. The ownership and management team of
Northwest are an excellent fit for our company and blend well with
our community banking philosophy. We are pleased that Bryan
Mitchell will join Texas United as a Director upon completion of
the acquisition." Kent McCune, President and COO of Northwest
Bancshares, Inc. added, "Very seldom when a bank sells is it able
to benefit not only the shareholders, but the employees and
customers as well. Becoming a part of Texas United allows us to
continue our philosophy of community banking with an emphasis on
customer service." The acquisition is expected to be completed in
the second quarter of 2006, subject to regulatory approval, the
approval of the shareholders of Northwest and other conditions set
forth in the merger agreement. ABOUT TEXAS UNITED Texas United
Bancshares, Inc. is a registered financial holding company listed
on the Nasdaq National Market under the symbol "TXUI." Texas United
operates through two wholly owned subsidiary banks, State Bank and
GNB Financial, n.a. and offers a complete range of banking services
through 22 full-service State Bank banking centers located in the
greater central and south central Texas area and seven full-service
GNB Financial banking centers located in Gainesville, Denton and
Ennis, Texas. In addition, State Bank has four loan production
offices and 13 limited service branches located in Houston, San
Antonio and Austin through State Bank Mortgage, an operating
division of State Bank. In connection with the proposed merger of
Northwest into Texas United, Texas United will file with the
Securities and Exchange Commission a registration statement on Form
S-4 to register the shares of Texas United's common stock to be
issued to the shareholders of Northwest. The registration statement
will include a proxy statement/prospectus which will be sent to the
shareholders of Northwest seeking their approval of the proposed
transaction. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE
REGISTRATION STATEMENT ON FORM S-4 AND THE PROXY
STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON
FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IN CONNECTION WITH THE PROPOSED
TRANSACTION, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT TEXAS
UNITED, NORTHWEST AND THE PROPOSED TRANSACTION. Investors and
security holders may obtain free copies of these documents through
the website maintained by the Securities and Exchange Commission at
http://www.sec.gov/. Free copies of the proxy statement/prospectus
may also be obtained by directing a request by telephone or mail to
Texas United Bancshares, Inc., 202 West Colorado St., La Grange,
Texas 78945, Attn: Investor Relations. Texas United's telephone
number is (979) 968-8451. FORWARD-LOOKING STATEMENTS AND ASSOCIATED
RISK FACTORS This release, other written materials, and statements
management may make, may contain certain forward-looking statements
regarding Texas United's prospective performance and strategies
within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Texas United intends such forward-looking statements to be
covered by the safe harbor provisions for forward-looking
statements contained in the Private Securities Litigation Reform
Act of 1995, and is including this statement for purposes of said
safe harbor provisions. Forward-looking statements are based on
certain assumptions and describe future plans, strategies, and
expectations of Texas United. Texas United's ability to predict
results or the actual effects of its plans and strategies is
inherently uncertain. Accordingly, actual results may differ
materially from anticipated results. The following factors, among
others, could cause the actual results of the merger to differ
materially from the expectations stated in this release: the
ability of the companies to obtain the required shareholder or
regulatory approvals for the merger; the ability of the companies
to consummate the merger; the ability of Texas United to raise the
funds necessary to complete the merger; the ability to successfully
integrate the companies following the merger; a materially adverse
change in the financial condition of either company; the ability to
fully realize the expected cost savings and revenues or the ability
to realize them on a timely basis; a change in general business and
economic conditions; changes in the interest rate environment,
deposit flows, loan demand, real estate values, and competition;
changes in accounting principles, policies or guidelines; changes
in legislation and regulation; and other economic, competitive,
governmental, regulatory, geopolitical, and technological factors
affecting the companies' operations, pricing, and services. All
written or oral forward-looking statements are expressly qualified
in their entirety by these cautionary statements. Please also read
the additional risks and factors described from time to time in
Texas United's reports and registration statements filed with the
Securities and Exchange Commission. Texas United undertakes no
obligation to update these forward-looking statements to reflect
events or circumstances that occur after the date on which such
statements were made. For further information, please contact Jeff
Wilkinson, Chief Financial Officer of Texas United Bancshares, at
979-968-7230. DATASOURCE: Texas United Bancshares, Inc. CONTACT:
Jeff Wilkinson, Chief Financial Officer of Texas United Bancshares,
+1-979-968-7230
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