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8-K - FORM 8-K - ViewPoint Financial Group | c94999e8vk.htm |
EX-2.1 - EXHIBIT 2.1 - ViewPoint Financial Group | c94999exv2w1.htm |
EXHIBIT 99.1
Contact:
|
Mark Hord | FOR IMMEDIATE RELEASE | ||
ViewPoint Financial Group | January 26, 2010 | |||
972-578-5000, Ext. 7440 |
ViewPoint Financial Group Adopts Plan to Reorganize and
Conduct Second-Step Stock Offering
Conduct Second-Step Stock Offering
PLANO, Texas, January 26, 2010 ViewPoint Financial Group (NASDAQ:VPFG) (the Company), parent
company of ViewPoint Bank, today announced that it has adopted a plan to reorganize from a two-tier
mutual holding company to a full stock holding company and will undertake a second-step offering
of additional shares of common stock. The conversion and offeringsubject to regulatory,
shareholder and depositor approvalis expected to be completed this summer.
This is an exciting step in the continued growth of our company, said ViewPoint Bank President
and CEO Gary Base. While were already well-capitalized and have grown tremendously since we first
became a public company in 2006, the additional capital we can raise from this offering will allow
us greater flexibility and increase our opportunities for future strategic growth.
ViewPoint MHC, a federally chartered mutual holding company, currently owns approximately 57% of
the issued and outstanding shares of the common stock of the Company, which in turn owns 100% of
ViewPoint Bank.
As part of the reorganization, ViewPoint Bank will become a wholly owned subsidiary of a
to-be-formed stock corporationViewPoint Financial Group, Inc. Shares of common stock of the
Companyother than those held by ViewPoint MHCwill be converted into shares of common stock in
ViewPoint Financial Group, Inc. using an exchange ratio designed to preserve current percentage
ownership interests. Shares owned by ViewPoint MHC will be retired, and new shares representing
that ownership will be offered and sold to the Banks eligible depositors, the Banks tax-qualified
employee benefit plans and to members of the general public as set forth in the Plan of Conversion
and Reorganization of ViewPoint MHC.
ViewPoint Financial Group, Inc. intends to retain the Companys NASDAQ symbol and its headquarters
in Plano, Texas.
The Plan of Conversion and Reorganization of ViewPoint MHC will be submitted to the Office of
Thrift Supervision for regulatory approval. Upon receipt of OTS approval, the Company will seek
approval from its shareholders and ViewPoint Bank depositors.
The Plan will not affect the existing terms and conditions of deposit accounts and loans with
ViewPoint Bank. Deposit accounts will continue to be insured by the Federal Deposit Insurance
Corporation, and the banks normal business operations will continue without interruption during
the conversion and offering process.
ViewPoint Financial Group is the holding company for ViewPoint Bank. ViewPoint Bank operates 23
community bank offices and 15 loan production offices. For more information, please visit
www.viewpointbank.com or www.viewpointfinancialgroup.com.
When used in filings by the Company with the Securities and Exchange Commission (the SEC), in the
Companys press releases or other public or shareholder communications, and in oral statements made
with the approval of an authorized executive officer, the words or phrases will likely result,
are expected to, will continue, is anticipated, estimate, project, intends or similar
expressions are intended to identify forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and
uncertainties, including, among other things, changes in economic conditions, legislative changes,
changes in policies by regulatory agencies, fluctuations in interest rates, the risks of lending
and investing activities, including changes in the level and direction of loan delinquencies and
write-offs and changes in estimates of the adequacy of the allowance for loan losses, the Companys
ability to access cost-effective funding, fluctuations in real estate values and both residential
and commercial real estate market conditions, demand for loans and deposits in the Companys market
area, competition, changes in managements business strategies and other factors set forth under
Risk Factors in our Form 10-K, that could cause actual results to differ materially from historical
earnings and those presently anticipated or projected. The Company wishes to advise readers that
the factors listed above could materially affect the Companys financial performance and could
cause the Companys actual results for future periods to differ materially from any opinions or
statements expressed with respect to future periods in any current statements.
The Company does not undertake and specifically declines any obligation to publicly release
the result of any revisions that may be made to any forward-looking statements to reflect events or
circumstances after the date of such statements or to reflect the occurrence of anticipated or
unanticipated events.
This news release is not an offer to sell or the solicitation of an offer to buy common stock,
which is made only pursuant to a prospectus, nor shall there be any sale of common stock in any
state in which such offer, solicitation or sale would be unlawful before registration or
qualification under the securities laws of any such state.
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