Cadence Bancorp, LLC announced today that it has entered into a
definitive agreement to purchase Encore Bancshares, Inc.
(Nasdaq:EBTX) in an all-cash transaction. Under terms of the
definitive agreement, Cadence will pay $20.62 per share, or
approximately $250 million for the approximately 12.1 million
outstanding shares of Encore, equating to 2.4x price to tangible
book value multiple. Certain members of the Board of Directors
of Encore have provided proxies in support of the transaction.
"When we looked at potential partners in Houston, Encore
Bancshares stood out," said Paul B. Murphy, Jr., Chief Executive
Officer of Cadence Bancorp. "Encore is a solid franchise
with a strategically located branch network, experienced bankers
and an enviable customer base. As with many banks, they
weathered difficult times and have proven what a great team of
bankers can accomplish. With this transaction, Cadence is
positioned as a major player in the valued Houston market where we
plan to continue to grow and expand. We are delighted to have
the Encore banking team as part of our forward momentum."
"This is a very attractive opportunity for our shareholders,
customers and bankers," said James S. D'Agostino, Jr., Chairman and
CEO of Encore Bancshares, Inc. "Encore is a tremendous
company, and we believe that the team at Cadence will only enhance
what we have built."
Encore has 12 banking offices in the Houston region. As of
December 31, 2011, Encore Bancshares reported total assets of $1.6
billion, total loans of $1.0 billion, and total deposits of $1.1
billion. Cadence has more than 100 banking locations in five
southeastern states—Florida, Georgia, Alabama, Mississippi, and
Tennessee—and Texas. As of December 31, Cadence reported total
assets of $3.9 billion, total loans of $2.3 billion and total
deposits of $3.1 billion. Encore will become part of privately
held Cadence Bancorp. Headquartered in Houston, Cadence
Bancorp was formed in 2010 to invest in community banks that could
benefit from sophisticated banking products and services, as well
as experienced bankers who thrive on customer service.
Cadence raised $1.0 billion in equity capital in 2010 from
large institutional investors, including university endowments and
pension funds. The management team and Board of Directors have deep
experience in growing successful banking franchises.
Added Murphy: "We looked thoughtfully at the business
synergies that could be developed by joining with Encore. Our
capabilities with expanded products and services coupled with their
customer base is a natural fit for leveraging our
infrastructure. We know many of their clients and look forward
to working with them. Encore's profitable Linscomb &
Williams wealth management and Trust groups with over $2.8 billion
in assets under management, as well as Town & Country
Insurance, will be strong assets for our customers and will provide
additional opportunities for us to expand in those segments."
The transaction has been approved by the Boards of Directors of
both companies and is expected to close during the second half of
2012. The transaction is subject to customary conditions
including shareholder and regulatory approvals.
"The customers of Encore are going to be extremely pleased with
the technology we provide, our robust products, and our desire to
grow deposits," said Hank Holmes, President of Cadence Bank in
Houston. "We are anxious to work with the business owners and
individuals who want an enthusiastic partner for their banking and
to continue providing the excellent customer service existing
Encore clients are accustomed to. Additionally, our current
Cadence customers will benefit from a great network of banking
locations."
Goldman, Sachs & Co. served as financial advisor to
Cadence. Sandler O'Neill + Partners served as financial
advisor to Encore.
About Cadence Bancorp, LLC
Cadence Bancorp, LLC (CBC), formerly Community Bancorp, LLC, is
a bank holding company headquartered in Houston, Texas. CBC
raised equity capital commitments of $1.0 billion in 2010 for the
purpose of making investments in the U.S. banking sector, with a
particular focus on community banks that are well positioned to
benefit from the equity capital, management and industry expertise
CBC can provide. Today, through Cadence Bank, N.A.,
headquartered in Birmingham, Alabama, CBC has over 100 locations in
six states, including Florida, Georgia, Alabama, Mississippi,
Tennessee and Texas. As an extremely well-capitalized
financial organization, CBC is intent on supporting the economic
growth of the communities it serves. Through exceptional
customer service, relevant products and services, a disciplined
credit and risk management framework, cost controls, and the
implementation of enhanced technology, CBC has become a strong
regional bank.
About Encore Bancshares, Inc.
Encore Bancshares, Inc., is a financial holding company
headquartered in Houston, Texas, and offers a broad range of
banking, wealth management and insurance services through Encore
Bank, N.A., and its affiliated companies. Encore Bank operates
12 private client offices in the greater Houston
area. Headquartered in Houston, and with $1.5 billion in
assets, Encore Bank builds relationships with professional firms,
privately-owned businesses, investors and affluent
individuals. Encore Bank offers a full range of business and
personal banking products and services, as well as financial
planning, wealth management, trust and insurance products through
its trust division, Encore Trust, and its affiliated companies,
Linscomb & Williams, and Town & Country
Insurance. Products and services offered by Encore Bank's
affiliates are not FDIC insured. The company's common stock is
listed on the NASDAQ Global Market under the symbol "EBTX".
The Encore Bancshares, Inc. logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=4257
FORWARD LOOKING STATEMENTS
This press release may contain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements involve known and
unknown risks, uncertainties, and other factors which may cause
Cadence's or Encore's actual results, performance, or achievements
to be materially different from any expected future results,
performance, or achievements. Forward-looking statements speak
only as of the date they are made and neither Cadence nor Encore
assumes any duty to update forward-looking statements. Such
forward-looking statements include, but are not limited to,
statements about the benefits of the business combination
transaction involving Cadence and Encore, including future
financial and operating results, the new company's plans,
objectives, expectations and intentions and other statements that
are not historical facts. The following factors, among others,
could cause actual results to differ from those set forth in the
forward-looking statements: the risk that the benefits from the
transaction may not be fully realized or may take longer to realize
than expected, the ability to promptly and effectively integrate
the businesses of Encore and Cadence; the reaction of the
companies' customers to the transaction and diversion of management
time on merger-related issues. For more information, see the
risk factors described in Encore's Annual Report on Form 10-K and
other filings with the Securities and Exchange Commission (the
"SEC").
ADDITIONAL INFORMATION
Encore will be filing a proxy statement and other relevant
documents concerning the merger with the SEC. This
communication does not constitute a solicitation of any vote or
approval. WE URGE INVESTORS TO READ THE PROXY STATEMENT AND
ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE
MERGER OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors will be able to obtain these documents free of charge
at the SEC's Web site (www.sec.gov). In addition, documents
filed with the SEC by Encore will be available free of charge from
Encore at www.encorebank.com under the tab "About Encore" then
under the tab "Investor Relations" and then under the tab "SEC
Filings."
The directors, executive officers, certain other members of
management and employees of Encore are participants in the
solicitation of proxies in favor of the merger from the
shareholders of Encore. Information about the directors and
executive officers of Encore is included in the proxy statement for
its 2011 annual meeting of shareholders, which was filed with the
SEC on April 12, 2011. Additional information regarding the
interests of such participants will be included in the proxy
statement and the other relevant documents filed with the SEC when
they become available.
CONTACT: Sarah Peterson, EVP
Cadence Bancorp
713-871-3909
Or
Danielle Kernell, VP
Cadence Bancorp
713-871-4051
281-536-5755 (cell)
James S. D'Agostino, Jr., Chairman & CEO
Encore Bancshares, Inc.
713-787-3103
Encore Bancshares, Inc. (MM) (NASDAQ:EBTX)
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