LAFAYETTE, La., July 27 /PRNewswire-FirstCall/ -- IBERIABANK
Corporation (NASDAQ:IBKC), the holding company for the 119-year old
IBERIABANK, and Pocahontas Bancorp, Inc. ("Pocahontas")
(NASDAQ:PFSL), the holding company for First Community Bank of
Jonesboro, Arkansas, announced today the signing of a definitive
agreement for IBERIABANK Corporation ("IBERIABANK") to acquire
Pocahontas. According to the agreement, shareholders of Pocahontas
will receive 0.2781 share of IBERIABANK common stock per
outstanding share of Pocahontas common stock. Pocahontas currently
has 4,641,717 shares outstanding. Based on the closing price of
IBERIABANK's common stock on July 26, 2006 of $59.10 per share, the
transaction has an estimated total value of $76.3 million ($79.4
million assuming full conversion of stock options). One-time
merger-related charges expected to be recorded on IBERIABANK's
financial statements are estimated to be approximately $6.0
million. At this price, assuming projected cost savings and
excluding one-time merger-related costs, the transaction is
projected to have an immaterial impact on IBERIABANK's fully
diluted earnings per share ("EPS") for the fourth quarter of 2006
and a positive $0.07 EPS impact, or 2%, for the full year in 2007.
In addition, the transaction is anticipated to be $0.12 accretive,
or 3%, to annual cash EPS in 2007. The transaction is anticipated
to be accretive to book value per share by $3.85, or 14%, and to
have an immaterial impact on tangible book value per share. On a
combined basis, the Company's total assets will exceed $3.7
billion. The transaction is expected to be consummated prior to
year-end 2006, subject to regulatory and Pocahontas shareholder
approvals. Subsequent to completion of the merger, First Community
Bank will operate as a separately chartered banking subsidiary.
Many of the Directors of Pocahontas will form IBERIABANK's Advisory
Board for Northeast Arkansas. "Today's announcement is one of the
most exciting events in our Company's rich 119-year history. After
many years of searching, we are excited to have found the right
partner to assist us with our expansion into Arkansas," said Daryl
G. Byrd, President and Chief Executive Officer of IBERIABANK
Corporation. Byrd continued, "First Community Bank has an
outstanding Board of Directors, associates, and client base. We
look forward to continuing to grow the organization through
developing client relationships." Byrd continued, "We are also
pleased to announce that Robert Head will lead our Arkansas team. A
native of Jonesboro and head of our regional north banking team,
Robert has established client relationships throughout Arkansas and
Mississippi and will do a tremendous job bringing our teams
together." "First Community Bank was founded on the belief that
customers prefer local decision-making when choosing a bank," said
Dwayne Powell, President and Chief Executive Officer of Pocahontas
and First Community Bank. "IBERIABANK operates a
relationship-focused, local decision-based, banking model similar
to ours. IBERIABANK has a remarkably successful track record for
growth and exceptional returns for shareholders." Powell continued,
"Robert Head will provide synergistic leadership while
understanding our local client needs." Robert Head commented,
"IBERIABANK has a long history of commitment to the communities we
serve. We plan to build on this legacy of excellence by investing
time, talent, and financial resources to make our community the
best it can be. This is a tremendous opportunity for the
shareholders of both companies." Terms of the Agreement --
Cash/Stock Mix: 100% stock consideration. -- Fixed Exchange: 0.2781
share of IBERIABANK common stock per Pocahontas share outstanding.
-- Total Value Per Share: $16.44 per Pocahontas share (based on
IBERIABANK's closing stock price of $59.10 on July 26, 2006 times
0.2781 per share). -- Collars: No collars. -- Walk Away Provisions:
Customary (mutual consent, material adverse change, etc.). -- One
Time Costs: $6.0 million on a pre-tax basis, or $0.39, per pro
forma IBERIABANK share on an after-tax basis. -- Expense Savings:
Approximately 19% of Pocahontas' expense structure, phased in over
approximately one year. -- Market Leadership: Robert Head named
Arkansas CEO. -- Due Diligence: Completed. -- Lock-up Fee: $3.7
million, triggered under certain conditions. -- Anticipated
Closing: Prior to year-end 2006. -- Approvals Required: Federal
Reserve and shareholders of Pocahontas. Financial Ratios -- Total
Consideration: $76.3 million, assuming $59.10 IBERIABANK stock
price. -- Price-to-Book: 1.48 times June 30, 2006 book value for
Pocahontas. -- Price-to-Tangible Book: 2.01 times June 30, 2006
tangible book value. -- Price-to-Earnings: 25.6 times trailing
12-months earnings for Pocahontas. -- Core Deposit Premium: 9.2% of
deposits excluding CDs over $100,000. -- Market Premium: 33.1%
premium over the last closing price of $12.35. -- EPS
Dilution/(Accr.): Excluding one-time merger related costs,
immaterial impact in 2006, and +$0.07 in 2007. -- Internal Rate of
Return: Mid-teens. Strategic Implications -- Targeted Market:
Jonesboro MSA. -- Natural Extension: We currently serve clients
throughout Arkansas. -- Favorable Demographics: Modest growth
market. -- Competitive Landscape: Rational competitive environment.
-- Additional Leadership: Two IBERIABANK leaders on site-one
Jonesboro native. -- Further Expansion: Staging ground for future
Arkansas expansion. -- System Upgrades: Convert to excellent
operating systems. -- Favorable Funding: Stable, local funding
source and low loan-to deposit ratio. -- Use of Marks: Favorable
mark-to-market adjustment results. -- Similarities To IBKC: Same
path as IBERIABANK six years ago. About Pocahontas Bancorp, Inc.
Pocahontas, a Delaware company, is the holding company for First
Community Bank, a federal thrift institution headquartered in
Jonesboro, Arkansas. The bank was founded in 1935 in Pocahontas,
Arkansas. Pocahontas completed a mutual holding company
reorganization and stock offering in 1994 and a second step
conversion and stock offering in 1998 at $10.00 per share. The
Company continued to expand through internal growth and four
acquisitions, completed at an average core deposit premium of
approximately 5%. At June 30, 2006, Pocahontas had total assets of
$733 million, loans of $429 million, deposits of $535 million and
shareholder equity of $51 million (equal to 7.02% of total assets).
On the same date, Pocahontas reported $9 million in goodwill and $5
million in core deposit intangibles. Date Total Purchase P/E
Acquisitions Location Complete Assets Price Ratio First Community
Jonesboro 5/15/01 $151mm $28.0mm 16.6x Newport FSB Newport 6/18/02
$43mm $4.5mm 31.8x Peoples Bank Imboden 5/31/02 $64mm $8.0mm 12.6x
Marked Tree Marked Tree 4/30/03 $30mm $2.8mm 2.8x Total/Average
$288mm $43.3 16.0x Date Mkt- Mkt/Tang Core Acquisitions Location
Complete to- Book Dep Book Premium First Community Jonesboro
5/15/01 1.82x 1.84x 12.8% Newport FSB Newport 6/18/02 1.02x 1.03x
0.5% Peoples Bank Imboden 5/31/02 1.57x 1.57x 6.3% Marked Tree
Marked Tree 4/30/03 1.00x 1.00x 0.0% Total/Average 1.35x 1.36x 4.9%
Source: SNL Financial At June 30, 2006, Pocahontas had $2.4 million
in nonperforming assets, including loans past due 90 days or more,
equal to 0.33% of total assets and specific and general loan loss
reserves equal to 0.86% of total loans. For the quarter ended June
30, 2006, Pocahontas reported a tax-equivalent net interest margin
of 2.32%, an efficiency ratio of 85%, net income of $638,713, and
EPS of $0.14. Pocahontas has 21 offices serving Northeast Arkansas
with offices in Jonesboro (4), Pocahontas (3), Paragould (2), and
11 other Arkansas communities and Broken Arrow, a suburb of Tulsa,
Oklahoma. First Community Bank is the 4th largest financial
institution in the Jonesboro, AR MSA with 9.0% of total deposits at
June 30, 2005. Pocahontas' stock is traded on the NASDAQ Global
Market under the symbol "PFSL." At June 30, 2006, the Company had
4,641,717 shares outstanding. Pocahontas shareholders are projected
to control approximately 14% of the pro forma combined company.
About IBERIABANK Corporation IBERIABANK Corporation, the holding
company for IBERIABANK, is the second largest Louisiana based bank
holding company. IBERIABANK was established in 1887 in New Iberia,
Louisiana. IBERIABANK operates 48 offices serving New Orleans,
Baton Rouge, Shreveport, Northeast Louisiana, and the Acadiana
region of Louisiana. Total assets at June 30, 2006, were $3.0
billion, loans of $2.0 billion, deposits of $2.4 billion, and
shareholder equity of $266 million. At that time, the Company had
nonperforming assets equal to 0.20% of total assets and a loan loss
reserve equal to 1.79% of total loans. IBERIABANK holds the
dominant deposit market share in the 5-parish Acadiana market
(Lafayette, Acadia, St. Martin, Vermilion, and Iberia parishes),
holds the second largest deposit market share in northeast
Louisiana (Monroe MSA), the tenth largest deposit market share in
New Orleans (Jefferson and Orleans parishes), and less than 1% of
the Baton Rouge, Shreveport, Houma, LaPlace, and Northshore
markets. IBERIABANK converted from mutual-to-stock ownership with
the IPO in 1995 at a pre-split price of $8.00 per share, and became
a commercial bank holding company in 1997. In late 1999, IBERIABANK
set a new strategic direction and a course for a dramatic
improvement in earnings and balance sheet quality and growth. Since
year-end 1999, IBERIABANK shareholders have received an average
annual return to shareholders of 32%, including dividends. The
Company's stock is traded on NASDAQ Global Market under the stock
symbol "IBKC" with approximately 1,700 shareholders of record. The
Company successfully completed and assimilated acquisitions of
financial institutions in the Acadiana region of Louisiana (2003),
Baton Rouge (2004), and Northeast Louisiana (2005). The compounded
annual price appreciation to shareholders of the acquired entities
since the completion of those acquisitions was 21%, 15%, and 16%,
respectively. About Jonesboro And Northeast Arkansas Jonesboro, the
county seat of Craighead County, is the largest city in northeast
Arkansas. As the fifth most populous city in the state, it is the
home to Arkansas State University and is a regional hub for
manufacturing, agriculture, medicine, education and trade. The
Jonesboro MSA boasts slightly over 110,000 residents. Other
counties served in Northeast Arkansas by Pocahontas include
Randolph, Jackson, Lawrence, Poinsett, Clay, Sharp, and Greene
Counties. The landscape of the region consists of rich, flat delta
farmland in the east and west and the rolling hills of Crowley's
Ridge, an area of hills ranging from southern Mississippi through
eastern Arkansas to Helena. Rice, wheat, soybeans, cotton and
aquaculture are concentrated in this region. Arkansas is the
largest producer of rice and third largest producer of catfish
nationally. The Jonesboro community continues to benefit from the
investments of prominent businesses located in the area. -- The
newly completed Mall at Turtle Creek was a $100 million project and
is the largest mall in Northeast Arkansas. -- The Jonesboro Nestle
plant announced last week that it will expand to produce Hot
Pockets, adding more than 100 jobs in the next two years. This
expansion represents a $19 million investment in new equipment.
Nestle currently has 425 employees in its 368,000 square foot
facility, making it one of the largest employers in the region. --
Three of the top 20 largest commercial projects in Arkansas are
located in Northeast Arkansas. (Arkansas Business, Feb. 13, 2006)
-- Entrepreneur Magazine rated Jonesboro, Arkansas one of the Top
Ten 'Hot Cities' for Entrepreneurs (small city category) of 2005.
Largest Employers In Jonesboro Company Employees 1. St. Bernard's
Medical Center 2,000 2. Arkansas State University 1,500 3. Wal-Mart
Super Centers 890 4. Hytrol Conveyor Company 700 5. Quebecor World
660 6. Jonesboro Public Schools 640 7. Frito-Lay 575 8. City of
Jonesboro 468 9. NEA Clinic 455 10. Great Dane Trailers 440 11. NEA
Medical Center 430 12. Nestle 425 13. Crowley's Ridge Development
Council 417 14. Wolverine Slipper Group-Frolic Location 410 15.
Mid-South Manufacturing Company 400 16. Thomas & Betts
Corporation 385 17. Riceland Foods 350 18. Nettleton Public Schools
350 19. Delta Consolidated Industries 340 20. Mid-South Health
Systems 330 21. Roach Manufacturing 280 22. Craighead County 278
23. Arkansas Glass Container Corporation 265 24. Liberty Bank of
Arkansas 260 25. Pocahontas Bancorp, Inc. 250 Unemployment in the
Jonesboro MSA was 5.2% in May 2006, after reaching a low of 3.7% in
October 2005, and up from 4.7% one-year prior. The average for the
State of Arkansas was 5.3% in May 2006. The Jonesboro MSA is one of
the least concentrated metropolitan markets in Arkansas, as
indicated by the deposit market share position of the large and
out-of-state banks. IBERIABANK has demonstrated an ability to
compete successfully in markets where community banks predominate
and also take market share from competitors in markets possessing a
heavy concentration of large and out-of-state banks. Arkansas
Metropolitan Markets (Includes Banks, Thrifts And Credit Unions)
Arkansas Fed Deposits # Banks/ # Credit Largest Defined Market ($
billion) Thrifts Unions (% Market Share) Little Rock $10.9 bill 35
31 Regions (17%) Northwest Arkansas 6.3 30 3 Arvest (42%) Ft. Smith
3.7 20 7 First Bank (24%) Texarkana TX-AR 2.1 12 10 Century (23%)
Jonesboro 2.0 14 0 Liberty (32%) Pine Bluff 1.1 8 6 Simmons (51%)
Source: Deposits on June 30, 2005, adjusted for announced
acquisitions; FDIC. Jonesboro MSA Deposits (Banks And Thrifts)
Deps. Dep. # of $mm Deps. Financial Institution ($mm) Mkt Offices
Per Share Office 1 Liberty Bancshares, Inc. $ 632 32.3% 9 $70.3mm 2
Regions Financial Corporation 319 16.3 12 26.6 3 Simmons First
National Corp. 211 10.8 5 42.2 4 Pocahontas Bancorp, Inc. 176 9.0 6
29.4 5 Heritage Capital Corporation 132 6.7 5 26.4 6 BancorpSouth,
Inc. 128 6.5 3 42.7 7 First Delta Bankshares, Inc. 70 3.6 1 70.1 8
Bank of America 66 3.4 3 22.0 All Other Companies (6) 222 11.3 13
17.1 Total Jonesboro MSA $2.0 bil 100.0% 57 $34.3mm Source: Banks
and thrifts on June 30, 2005, adjusted for announced mergers.
Conference Call Additional commentary regarding the merger will be
provided during IBERIABANK's conference call scheduled for
Thursday, July 27, 2006 at 9:00 a.m. Central Time (10:00 a.m.
Eastern Time). The call in number for the conference is (800)
611-1147 and the confirmation code is 837727. A replay of the call
has been scheduled and will be available until midnight Central
Time on August 3, 2006. The call in number for the replay is (800)
475-6701 and the confirmation code is also 837727. Forward Looking
Statements To the extent that statements in this press release
relate to future plans, objectives, financial results or
performance of IBERIABANK or Pocahontas, these statements are
deemed to be forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements,
which are based on management's current information, estimates and
assumptions and the current economic environment, are generally
identified by the use of the words "plan", "believe", "expect",
"intend", "anticipate", "estimate", "project" or similar
expressions. IBERIABANK's and Pocahontas' actual strategies and
results in future periods may differ materially from those
currently expected due to various risks and uncertainties. Factors
that may cause actual results to differ materially from these
forward-looking statements are discussed in the IBERIABANK's and
Pocahontas' periodic and other filings with the Securities and
Exchange Commission, available at the SEC's website,
http://www.sec.gov/, IBERIABANK's website,
http://www.iberiabank.com/, and Pocahontas' website,
http://www.fcb-online.com/. In connection with the proposed merger,
IBERIABANK Corporation will file a Registration Statement on Form
S-4 that will contain a proxy statement/prospectus. INVESTORS AND
SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE PROXY
STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION WHEN IT
BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders may obtain a free copy of the proxy
statement/prospectus (when it is available) and other documents
containing information about IBERIABANK Corporation and Pocahontas,
without charge, at the SEC's web site at http://www.sec.gov/.
Copies of the proxy statement/prospectus and the SEC filings that
will be incorporated by reference in the proxy statement/prospectus
may also be obtained for free by directing a request to: Investor
Relations-12th Floor, IBERIABANK Corporation, 200 West Congress
Street, Lafayette, LA 70501, Phone: (337) 521-4788, Fax: (337)
521-4021 or to Dwayne Powell, President and CEO, Pocahontas
Bancorp, Inc., 1700 E. Highland Drive, Jonesboro, AR 72401, Phone:
(870) 802-1700, Fax: (870) 802-5945. IBERIABANK Corporation and its
directors and executive officers may be deemed to be "participants
in the solicitation" of stockholders of Pocahontas Bancorp, Inc.,
in connection with the proposed transaction. Information concerning
directors and executive officers and their direct or indirect
interests, by security holdings or otherwise, can be found in the
definitive proxy statement of IBERIABANK Corporation filed with the
SEC on April 4, 2006. Pocahontas Bancorp, Inc. and its directors
and executive officers may be deemed to be "participants in the
solicitation" of stockholders of Pocahontas Bancorp, Inc., in
connection with the proposed transaction. Information concerning
directors and executive officers and their direct or indirect
interests, by security holdings or otherwise, can be found in the
definitive proxy statement of Pocahontas Bancorp, Inc. filed with
the SEC on January 4, 2006. This communication is not an offer to
purchase shares of Pocahontas common stock, nor is it an offer to
sell shares of IBERIABANK Corporation common stock which may be
issued in any proposed merger with Pocahontas. Any issuance of
IBERIABANK Corporation common stock in any proposed merger with
Pocahontas would have to be registered under the Securities Act of
1933, as amended, and such IBERIABANK Corporation common stock
would be offered only by means of a prospectus complying with the
Act. DATASOURCE: IBERIABANK Corporation CONTACT: Daryl G. Byrd,
President and CEO, +1-337-521-4003, or John R. Davis, Senior
Executive Vice President, +1-337-521-4005, both of IBERIABANK
Corporation; or Dwayne Powell, President and CEO, Pocahontas
Bancorp, Inc. +1-870-802-1700 Web site: http://www.iberiabank.com/
http://www.fcb-online.com/
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