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8-K - FORM 8-K - WHITNEY HOLDING CORP | h78509e8vk.htm |
EX-99.2 - EX-99.2 - WHITNEY HOLDING CORP | h78509exv99w2.htm |
Exhibit 99.1
For Immediate Release
December 22, 2010
For More Information
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
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
Thomas L. Callicutt, Jr., SEVP & Chief Financial Officer
Trisha Voltz Carlson, SVP, Investor Relations Manager
504.299.5208
Hancock Holding Company and Whitney Holding Corporation Combining to
Form the Preeminent Gulf South Financial Institution
Form the Preeminent Gulf South Financial Institution
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 Hancocks closing price on December 21, 2010 of $37.04,
a premium of 42 percent to Whitneys 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
Whitneys 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 Souths 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
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December 22, 2010
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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 Americas 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
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December 22, 2010
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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 SECs 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 managements 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 Hancocks, Whitneys or the
combined companys 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
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December 22, 2010
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and neither Hancock nor Whitney assumes any duty to update
forward-looking statements. In addition to factors previously disclosed in Hancocks and Whitneys
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.
CONTACT:
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
228.563.6559
Whitney Holding Corporation
Thomas L. Callicutt, Jr., SEVP & Chief Financial Officer
Trisha Voltz Carlson, SVP, Investor Relations Manager
504.299.5208