Attached files
| file | filename |
|---|---|
| 8-K - HANCOCK WHITNEY CORP | hbyh8k.htm |
| Exhibit 99.1 |
| Hancock Holding Company |
| Carl J. Chaney, President & Chief Executive Officer |
| Michael M. Achary, EVP & Chief Financial Officer |
| Paul D. Guichet, VP, Investor Relations Manager |
| 800.522.6542 or 228.563.6559 |
| Whitney Holding Corporation |
| Thomas L. Callicutt, Jr., SEVP & Chief Financial Officer |
| Trisha Voltz Carlson, SVP, Investor Relations Manager |
| 504.299.5208 |
| GULFPORT, Miss., and NEW ORLEANS, La. (December 22, 2010) — Hancock Holding Company |
| (NASDAQ: HBHC), parent company of 112 year old Hancock Bank, and Whitney Holding Corporation |
| (NASDAQ: WTNY), founded in 1883, announced today that they have entered into a definitive |
| agreement for Whitney to merge into Hancock in a stock for stock transaction. The transaction was |
| approved unanimously by both companies’ boards of directors. |
| Under the terms of the agreement, subject to shareholder and regulatory approval and other |
| customary conditions, shareholders of Whitney Holding Corporation will receive 0.418 shares of Hancock |
| Holding Company common stock in exchange for each share of Whitney common stock. The value of a |
| Whitney share would be $15.48 based on Hancock’s closing price on December 21, 2010 of $37.04, a |
| premium of 42 percent to Whitney’s closing price of $10.87 on the same date. |
| Upon completion of the transaction, the combined company will have approximately $20 billion in |
| total assets, $16 billion in deposits, $12 billion in loans, 305 branches, 390 ATMs, and almost 5,000 |
| employees across the five contiguous states of Texas, Louisiana, Mississippi, Alabama, and Florida. |
| Subject to the receipt of requisite approvals, Hancock expects to repurchase all of Whitney’s TARP |
| preferred stock and warrants held by the U.S. Treasury at closing. |
| With anticipated completion in the second quarter of 2011, the merger will combine two of the Gulf |
| South’s most respected financial services leaders. Hancock Holding Company expects to realize |
| substantial cost savings of $134 million on a pre tax basis once fully phased in by 2013, and anticipates |
| that the transaction will be 10 percent accretive to earnings in 2012 and 19 percent accretive once the |
| synergies are fully phased in for 2013. Following the merger, Hancock Holding Company expects to retain |
| its strong capital position, and anticipates an 8 percent tangible common equity ratio after restructuring |
| Whitney Holding Corporation to merge into Hancock Holding Company |
| December 22, 2010 |
| —Add 1— |
| charges and an anticipated common stock raise of approximately $200 million. Five members of the | |
| Whitney board of directors will join the Hancock board upon completion of the merger. | |
| “Hancock and Whitney were both founded to facilitate commerce and opportunities for people | |
| throughout the Gulf South region. For more than a century, both institutions have served | |
| complementary geographical footprints according to core values that reflect the spirit of those | |
| communities — integrity, service, resilience, and teamwork. We believe this agreement presents an | |
| unprecedented opportunity to enhance shareholder value and strengthen the financial options available | |
| to individuals and businesses from Texas to Central Florida,” said Hancock Holding Company Chief | |
| Executive Officer Carl J. Chaney. | |
| “The merger of two similarly sized companies with complementary cultures and strong brands | |
| creates the premier banking franchise in the Gulf South,” said Whitney Holding Corporation Chairman | |
| and Chief Executive Officer John C. Hope, III. “The organization will be the employer of choice in the | |
| Southeast, maintain a conservative management culture, a commitment to strong capital and a | |
| diversified earnings stream. Joining with a well known, well respected and well capitalized company like | |
| Hancock positions us to be even more competitive in the markets where we operate. Not only does this | |
| transaction create significant shareholder value, I believe it is also the best course of action for our | |
| employees, customers and communities.” | |
| About Hancock Holding Company | |
| Headquartered in Gulfport, Miss., Hancock Holding Company is the parent company of Hancock | |
| Bank (Mississippi and Florida), Hancock Bank of Louisiana, and Hancock Bank of Alabama and had assets | |
| of approximately $8.2 billion as of September 30, 2010. Founded October 9, 1899, Hancock Bank has | |
| consistently rated as one of America’s strongest, safest banks for more than 21 consecutive years and as | |
| a Forbes 100 Most Trustworthy Companies for the second year in a row. | |
| Hancock Bank offers a full array of consumer and commercial financial services and products — | |
| including traditional banking, business banking, insurance, investments, trust, mortgage, and wealth | |
| management — at more than 180 banking and financial services offices in South Mississippi, south | |
| central Louisiana, southern Alabama, the Panhandle and Central Florida. Bank subsidiaries include | |
| Hancock Investment Services, Inc., Hancock Insurance Agency and its divisions of J. Everett Eaves and | |
| Ross King Walker, and Harrison Finance Company. Additional corporate information and e banking are | |
| available at www.hancockbank.com. | |
| About Whitney Holding Corporation | |
| Through its principal subsidiary Whitney National Bank, Whitney Holding Corporation offers | |
| commercial, retail, and international banking services plus brokerage, investment, trust, and mortgage | |
| services throughout the Gulf South region. With assets of approximately $11.5 billion as of September | |
| 30, 2010, Whitney has more than 150 locations and 200 plus ATMs across a five state region, including | |
| Houston, Texas, southern Louisiana, coastal Mississippi, central and southern Alabama, the Florida | |
| Panhandle, and the metropolitan Tampa Bay area. Additional information is available at | |
| www.whitneybank.com. | |
| Whitney Holding Corporation to merge into Hancock Holding Company |
| December 22, 2010 |
| —Add 2— |
| Advisors | |
| Morgan Stanley acted as financial advisor to Hancock and Wachtell, Lipton, Rosen & Katz as legal | |
| counsel. J.P. Morgan Securities, Inc. acted as financial advisor to Whitney and Alston & Bird LLP as legal | |
| counsel. | |
| Analyst & Investor Conference Call Information | |
| The senior executives of Hancock Holding Company and Whitney Holding Corporation will hold a | |
| webcast and conference call for analysts and investors to discuss the details of this announcement on | |
| Wednesday, December 22, 2010, at 10:00 a.m. (CST). Participants in the United States may dial toll free | |
| 1-877-317-6789. International participants may join the conference by calling 1-412-317-6789. Callers | |
| can access a playback of the webcast by calling 1-877-344-7529 (U.S. toll free) or +1-412-317-0088 | |
| (international) and using playback conference number 447059. | |
| The presentation will be available on both companies’ web sites under the Investor Relations tab at | |
| www.hancockbank.com and www.whitneybank.com, respectively. | |
| ADDITIONAL INFORMATION ABOUT THE HANCOCK HOLDING COMPANY/WHITNEY HOLDING CORPORATION TRANSACTION | |
| Hancock Holding Company (“Hancock”) and Whitney Holding Corporation (“Whitney”) will be filing a joint proxy statement/prospectus and | |
| other relevant documents concerning the merger with the United States Securities and Exchange Commission (the “SEC”). This | |
| communication 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. | |
| WE URGE INVESTORS 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. | |
| 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 Hancock will be available free of charge from Paul D. Guichet, Investor Relations at (228) 563 6559. Documents filed with the SEC by | |
| Whitney will be available free of charge from Whitney by contacting Trisha Voltz Carlson, Investor Relations at (504) 299 5208. | |
| The directors, executive officers, and certain other members of management and employees of Whitney are participants in the solicitation of | |
| proxies in favor of the merger from the shareholders of Whitney. Information about the directors and executive officers of Whitney is included | |
| in the proxy statement for its 2010 annual meeting of shareholders, which was filed with the SEC on April 14, 2010. Additional information | |
| regarding the interests of such participants will be included in the joint proxy statement/prospectus and the other relevant documents filed | |
| with the SEC when they become available. | |
| The directors, executive officers, and certain other members of management and employees of Hancock are participants in the solicitation of | |
| proxies in favor of the merger from the shareholders of Hancock. Information about the directors and executive officers of Hancock is included | |
| in the proxy statement for its 2010 annual meeting of shareholders, which was filed with the SEC on February 17, 2010. Additional information | |
| regarding the interests of such participants 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: | |
| 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 Hancock’s, Whitney’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 | |
| Whitney Holding Corporation to merge into Hancock Holding Company |
| December 22, 2010 |
| —Add 3— |
| and neither Hancock nor Whitney assumes any duty to update forward looking statements. In addition to factors previously disclosed in |
| Hancock’s and Whitney’s reports filed with the SEC and those identified elsewhere in this press release, the following factors among others, |
| could cause actual results to differ materially from forward looking statements or historical performance: the possibility that the proposed |
| transaction does not close when expected or at all because required regulatory, shareholder or other approvals and other conditions to closing |
| are not received or satisfied on a timely basis or at all; the terms of the proposed transaction may need to be modified to satisfy such approvals |
| or conditions; the anticipated benefits from the proposed transaction such as it being accretive to earnings, expanding our geographic presence |
| and synergies are not realized in the time frame anticipated or at all as a result of changes in general economic and market conditions, interest |
| and exchange rates, monetary policy, laws and regulations (including changes to capital requirements) and their enforcement, and the degree |
| of competition in the geographic and business areas in which the companies operate; the ability to promptly and effectively integrate the |
| businesses of Whitney and Hancock; reputational risks and the reaction of the companies’ customers to the transaction; diversion of |
| management time on merger related issues; changes in asset quality and credit risk; the inability to sustain revenue and earnings; changes in |
| interest rates and capital markets; inflation; customer acceptance of our products and services; customer borrowing, repayment, investment |
| and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive |
| conditions; and the impact, extent and timing of technological changes, capital management activities, and other actions of the Federal |
| Reserve Board and federal and state banking regulators, and legislative and regulatory actions and reforms, including those associated with the |
| Dodd Frank Wall Street Reform and Consumer Protection Acts. |