Independent Bank Group, Inc. to Acquire Collin Bank
July 19 2013 - 7:30AM
Independent Bank Group, Inc. (Nasdaq:IBTX), the holding company for
Independent Bank, today announced that Independent Bank Group has
entered into a definitive agreement to acquire Collin Bank, Plano,
Texas ("Collin Bank"), a Texas state chartered bank with total
assets of $204.1 million, total deposits of $161.9 million, and
total equity capital of $25.8 million at March 31, 2013. Collin
Bank is a full service commercial bank with one office located on
the Dallas North Tollway.
Independent Bank Group Chairman and Chief Executive Officer
David R. Brooks stated, "We are pleased to announce the first
acquisition following our initial public offering. Acquisitions
within our existing markets are a component of our growth strategy.
The acquisition of Collin Bank adds to our presence in Collin
County, one of the most affluent counties in Texas. Collin Bank has
a proven record of loan growth in this marketplace with a good
deposit base. Additionally, the acquisition will provide us with a
prominent location on the Dallas North Tollway, which will allow us
to consolidate our current Plano office and lending team with the
Collin Bank location and lenders to serve as a platform to grow
additional loans and deposits in our Dallas/North Texas
Region."
Mr. Brooks continued, "We are excited about this opportunity for
our company and our shareholders, customers and employees. Collin
Bank customers can expect to continue to receive the same level of
service that they are accustomed to at Collin Bank, with the added
advantage of the Independent Bank Group resources."
"We are pleased to be joining a successful and
community-oriented bank group that understands the importance of
our customers," said Martin P. Adler, Chairman of the Board of
Collin Bank. "We view this as an opportunity to become part of a
larger community bank that affords our customers additional
products, a larger branch network, and the financial strength of a
proven independent banking organization."
Under the terms of the definitive agreement, Collin Bank
shareholders will receive approximately $10.00 per share for each
outstanding share of Collin Bank common stock. Approximately 65% of
the consideration is payable in cash and 35% is payable in shares
of Independent Bank Group common stock, subject to a maximum
issuance of 300,000 Independent Bank Group shares and other related
adjustments, with the exchange ratio set three days prior to the
closing by utilizing the average share price of IBG common stock
over a twenty day trading period. Based on the number of shares of
Collin Bank stock currently outstanding, the amount of total
consideration to be paid by Independent Bank Group is currently
valued at approximately $29.1 million. Independent Bank Group
anticipates that the acquisition will be accretive to earnings per
share immediately and slightly accretive to tangible book value at
closing.
The merger has been approved by the Boards of Directors of both
companies and is expected to close during the fourth quarter of
2013, although delays may occur. The transaction is subject to
certain conditions, including the approval by Collin Bank's
shareholders and customary regulatory approvals. Operational
integration is anticipated to begin during the first quarter of
2014.
Independent Bank Group was advised in this transaction by
Sandler + O'Neill Partners, L.P. as financial advisor and Haynie
Rake Repass & Lowry, P.C. as legal counsel. Collin Bank was
advised by Commerce Street Capital, LLC as financial advisor and
Patton Boggs LLP as legal counsel.
Notice to Collin Bank Shareholders
In connection with the proposed acquisition of Collin Bank,
Independent Bank Group will file with the Securities and Exchange
Commission a registration statement on Form S-4 to register the
shares of Independent Bank Group's common stock to be issued to the
shareholders of Collin Bank. The registration statement will
include a proxy statement/prospectus which will be sent to the
shareholders of Collin Bank seeking their approval of the proposed
transaction.
WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION
STATEMENT ON FORM S-4, THE PROXY STATEMENT/PROSPECTUS INCLUDED
WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER
RELEVANT DOCUMENTS TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION IN CONNECTION WITH THE PROPOSED TRANSACTION BECAUSE
THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT
INDEPENDENT BANK GROUP, COLLIN BANK, AND THE PROPOSED
TRANSACTION.
Investors and security holders may obtain copies of these
documents free of charge through the website maintained by the
Securities and Exchange Commission at http://www.sec.gov or from
Independent Bank Group at its website, www.independent-bank.com.
Documents filed with the SEC by Independent Bank Group will be
available free of charge by directing a request by telephone or
mail to Independent Bank Group, Inc., 1600 Redbud Blvd., Suite 400,
McKinney, Texas 75069, 972-562-9004.
About Independent Bank Group
Independent Bank Group, through its wholly owned subsidiary,
Independent Bank, provides a wide range of relationship-driven
commercial banking products and services tailored to meet the needs
of businesses, professionals and individuals. Independent Bank
Group operates 29 banking offices in 26 communities in two market
regions located in the Dallas/Fort Worth metropolitan area and the
greater Austin area. As of March 31, 2013, Independent Bank Group
had total assets of $1.764 billion, total loans of $1.422 billion
and total deposits of $1.415 billion.
Conference Call
A conference call covering Independent Bank Group's acquisition
of Collin Bank and its 2013 second quarter earnings will be held
Tuesday, July 30, 2013, at 7:30 a.m. (CDT) and can be accessed by
calling (877) 303-7611 and identifying the conference ID number
93877540.
Forward-Looking Statements
This release contains forward-looking statements within
the meaning of the securities laws that are based on current
expectations, assumptions, estimates and projections about
Independent Bank Group and its subsidiaries. These forward-looking
statements are not guarantees of future performance and are subject
to risks and uncertainties, many of which are outside of
Independent Bank Group's control, that may cause actual results to
differ materially from those expressed or implied by the
forward-looking statements. These risks and uncertainties include
but are not limited to whether Independent Bank Group can:
successfully identify acquisition targets and integrate the
businesses of acquired companies and banks; continue to sustain its
current internal growth rate or total growth rate; provide products
and services that appeal to its customers; continue to have access
to debt and equity capital markets; and achieve its sales
objectives. Other risks include, but are not limited to: the
trading price of Independent Bank Group common stock; the
possibility that credit quality could deteriorate; actions of
competitors; changes in laws and regulations (including changes in
governmental interpretations of regulations and changes in
accounting standards); a deterioration or downgrade in the credit
quality and credit agency ratings of the securities in Independent
Bank Group's securities portfolio; customer and consumer demand,
including customer and consumer response to marketing;
effectiveness of spending, investments or programs; fluctuations in
the cost and availability of supply chain resources; economic
conditions, including current rate fluctuations and interest rate
fluctuations; and weather. These and various other factors are
discussed in Independent Bank Group's Quarterly Report on Form 10-Q
for the quarter ended March 31, 2013 and other reports and
statements Independent Bank Group has filed with the
SEC.
CONTACT: Analysts/Investors:
Torry Berntsen
President and Chief Operating Officer
(972) 562-9004
tberntsen@independent-bank.com
Michelle Hickox
Executive Vice President and Chief Financial Officer
(972) 562-9004
mhickox@independent-bank.com
Media:
Eileen Ponce
Marketing Director
(469) 742-9437
eponce@independent-bank.com
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