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8-K - FORM 8-K - LegacyTexas Financial Group, Inc. | c25752e8vk.htm |
EX-99.2 - EXHIBIT 99.2 - LegacyTexas Financial Group, Inc. | c25752exv99w2.htm |
EX-2.1 - EXHIBIT 2.1 - LegacyTexas Financial Group, Inc. | c25752exv2w1.htm |
Exhibit 99.1
Contact:
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Patti McKee | |||
ViewPoint Financial Group, Inc. | FOR IMMEDIATE RELEASE | |||
972-578-5000, Ext. 7223 | December 8, 2011 |
ViewPoint Financial Group, Inc. to Acquire Highlands Bancshares, Inc.;
Kevin Hanigan Named to become President and CEO;
ViewPoint Announces Approval of National Bank Charter
Kevin Hanigan Named to become President and CEO;
ViewPoint Announces Approval of National Bank Charter
PLANO, Texas, December 8, 2011 ViewPoint Financial Group, Inc. (ViewPoint) (NASDAQ: VPFG) and
Highlands Bancshares, Inc. (Highlands) announced today that they have entered into a definitive
merger agreement whereby ViewPoint will acquire Highlands and its subsidiary bank, the First
National Bank of Jacksboro (which operates in the Dallas marketplace as Highlands Bank), in a
stock-for-stock transaction. This strategic acquisition increases ViewPoints footprint in the
Dallas marketplace while maintaining ViewPoints strong capital position.
Under the terms of the agreement, each outstanding share of Highlands common stock will be
exchanged for 0.6636 shares of ViewPoint stock upon closing. Based upon ViewPoints closing common
stock price on December 7, 2011 of $12.88, the transaction has an aggregate implied value of
approximately $71.0 million, in ViewPoint common shares.
In addition, ViewPoint announced that Kevin Hanigan, the President, Chief Executive Officer and
Chairman of the Board of Directors of Highlands Bancshares, Inc., will assume the role of President
and Chief Executive Officer of ViewPoint Financial Group, Inc. and ViewPoint Bank upon the closing
of the acquisition.
Highlands, which is a privately owned commercial bank headquartered in the demographically
attractive Preston Center area of Dallas, has approximately $508 million in assets, $296 million in
loans, $381 million in deposits, and six banking locations in North Texas. The combined
organization will have 31 banking offices serving individuals and businesses within the Dallas/Fort
Worth Metroplex and North Texas, and at closing will have approximately $3.5 billion in assets,
including $2.0 billion in loans and $2.4 billion in deposits.
James McCarley, ViewPoints Chairman of the Board, said, We are excited about the acquisition of
Highlands and about Kevin Hanigan joining ViewPoint as our new President and CEO. This transaction
represents a tremendous opportunity to strategically enhance shareholder value, strengthen our
competitive market position and bring together two organizations dedicated to serving North Texas
and its residents. Mr. Hanigan is a long-time Texas community banker who is well known in the
North Texas marketplace. We believe that his 30 plus years of corporate and retail banking
experience will build upon ViewPoints recent success in transitioning to a full service commercial
bank. We look forward to Mr. Hanigans future leadership of ViewPoint and closing the transaction
as expeditiously as possible.
Gary Base, ViewPoints retiring President and CEO, said, I have known Kevin Hanigan for several
years and hes an outstanding banker. His extensive commercial banking and lending experience
should provide a significant boost to our ongoing initiative to enhance and expand our commercial
division.
Mr. Hanigan commented, I have admired the terrific organization ViewPoint has built, and the
strong footprint it has achieved in North Texas. I am excited about the opportunity to add our
commercially oriented Dallas platform at Highlands with ViewPoint to create the preeminent
community banking franchise in the Dallas-Fort Worth Metroplex.
ViewPoint expects the merger to be immediately accretive to its earnings per share, excluding
one-time costs. ViewPoint and Highlands expect to complete the transaction in early 2012, after
receipt of regulatory approvals, the approval of the shareholders of Highlands Bancshares, Inc. and
the satisfaction of other customary closing conditions.
Upon completion of the merger, Kevin Hanigan and one Highlands director will join the ViewPoint
Board of Directors.
Additionally, ViewPoint today announced that its wholly owned subsidiary, ViewPoint Bank (the
Bank), has met the requirements of the Office of the Comptroller of the Currency (the OCC) for
approval to convert from a federal thrift charter to a national banking association charter under
12 C.F.R. Part 5.24. ViewPoint has also received approval from the Federal Reserve Board to
convert from a thrift holding company to a national bank holding company. The Boards of Directors
of ViewPoint and the Bank both have approved their respective charter changes to be effective on
December 19, 2011.
ViewPoint Financial Group, Inc. was advised in this transaction by Sandler ONeill + Partners, L.P.
as financial advisor and Silver, Freedman & Taff, LLP as legal counsel. Commerce Street Capital,
LLC is acting as financial advisor and Fulbright & Jaworski L.L.P. is acting as legal counsel to
Highlands Bancshares, Inc. FBR Capital Markets & Company also provided a fairness opinion to
Highlands.
ViewPoint will post an investor presentation regarding the transaction on its website at
http://www.viewpointfinancialgroup.com.
Conference Call
ViewPoint will host an investor conference call to discuss the acquisition on Friday, December 9,
2011, at 10:00 a.m., Central Time. Participants are asked to call (toll-free) 1-866-843-0890 at
least five minutes prior to the call and use participant entry code
9767241. International participants are asked to call 1-412-317-9250.
The call and corresponding presentation slides will be webcast live on the home page of ViewPoints
website, www.viewpointfinancialgroup.com. An audio replay will be available one hour after the
conclusion of the call at 1-877-344-7529, Conference #10007135. This replay will be available
until December 27, 2011, at 8 a.m., Central Time. The webcast will be archived on ViewPoints
website until December 9, 2012 or until ViewPoints next quarterly webcast/conference call.
About ViewPoint Financial Group, Inc.
ViewPoint Financial Group, Inc. is the holding company for ViewPoint Bank. ViewPoint Bank operates
25 community bank offices and 10 loan production offices. For more information, please visit
www.viewpointbank.com or www.viewpointfinancialgroup.com.
About Highlands Bancshares, Inc.
Highlands Bancshares, Inc. is a bank holding company that operates four banking centers in the
Dallas area as Highlands Bank, as well as two banking centers in Jack and Wise Counties as The
First National Bank of Jacksboro. For more information, please visit www.thehighlandsbank.com.
When used in this press release and in documents filed or furnished by ViewPoint with the
Securities and Exchange Commission (the SEC) in ViewPoints other 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 that could cause actual
results to differ materially from those presently anticipated or projected, including, among other
things, the expected cost savings, synergies and other financial benefits from the
ViewPoint-Highlands merger might not be realized within the expected time frames or at all and
costs or difficulties relating to integration matters might be greater than expected, the requisite
regulatory approvals and the approval of the shareholders of Highlands might not be obtained or
other conditions to completion of the merger set forth in the merger agreement might not be
satisfied or waived, 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, ViewPoints 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 ViewPoints market area, the
industry-wide decline in mortgage production, competition, changes in managements business
strategies and other factors set forth in ViewPoints filings with the SEC.
ViewPoint does not undertake and specifically declines any obligation to publicly release the
result of any revisions which 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.
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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. ViewPoint Financial Group, Inc. will be
filing with the SEC a registration statement on Form S-4 concerning the merger. The registration
statement will include a proxy statement/prospectus, which will be sent to the shareholders of
Highlands Bancshares,
Inc. INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY
OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE MERGER BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Investors will be able to obtain these documents free of charge at the
SECs website (www.sec.gov). In addition, documents filed with the SEC by ViewPoint will be
available free of charge by accessing ViewPoints website (www.viewpointfinancialgroup.com, under
SEC Filings) or by contacting Patti McKee at (972)578-5000, Ext. 7223. The directors, executive
officers and certain other members of management and employees of ViewPoint may be deemed to be
participants in the solicitation of proxies in favor of the merger from the shareholders of
Highlands Bancshares, Inc. Information about the directors and executive officers of ViewPoint is
included in the proxy statement for its 2011 annual meeting of shareholders, which was filed with
the SEC on April 18, 2011. The directors, executive officers and certain other members of
management and employees of Highlands may also be deemed to be participants in the solicitation of
proxies in favor of the merger from the shareholders of Highlands. Information about the directors
and executive officers of Highlands will be included in the proxy statement/prospectus for the
merger.
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