HOUSTON, Sept. 13, 2011 /PRNewswire/ -- Prosperity
Bancshares, Inc.® (Nasdaq: PRSP) announced today
the signing of a definitive agreement to acquire Texas Bankers,
Inc. and its wholly-owned subsidiary, Bank of Texas, Austin,
Texas.
Texas Bankers, Inc. operates three (3) banking offices in the
Austin, Texas CMSA including a
location in Rollingwood, which will be consolidated with
Prosperity's Westlake location and
remain in Bank of Texas'
Rollingwood banking office; one in downtown Austin which will be consolidated into
Prosperity's downtown Austin
location and another in Thorndale.
As of June 30, 2011, Bank of
Texas reported total assets of
$72.5 million, loans of $29.7 million and deposits of $64.2 million.
Under the terms of the definitive agreement, Prosperity will
issue 315,000 shares of Prosperity common stock for all outstanding
shares of Texas Bankers capital stock, subject to certain
conditions and potential adjustments.
"We are pleased that Gordon Muir
and his group of experienced bankers have agreed to join the
Prosperity team," commented David
Zalman, Chairman and Chief Executive Officer of Prosperity.
"The customers of Bank of Texas will continue to experience the same
level of personalized customer service they are accustomed to and
can take advantage of our continued expansion in the Austin CMSA.
Following the merger, Prosperity will have thirty-four
banking centers across Central
Texas."
"This is a positive step for Texas Bankers, its employees and
customers. The merger will provide Bank of Texas with additional resources to grow and
compete," said Gordon Muir,
Chairman, President and Chief Executive Officer of Texas Bankers.
"We are excited about the opportunity to become a part of a
successful and community driven organization that understands the
importance of our customers."
The merger has been approved by the Boards of Directors of both
companies and is expected to close during the first quarter of
2012, although delays may occur. The transaction is subject
to certain conditions, including the approval by Texas Bankers'
shareholders and customary regulatory approvals. Operational
integration is anticipated to begin during the first quarter of
2012.
Prosperity Bancshares, Inc.®
Prosperity Bancshares, Inc.®, a $9.7 billion Houston,
Texas based regional financial holding company, formed in
1983, operates under a community banking philosophy and seeks to
develop broad customer relationships based on service and
convenience. Prosperity offers a variety of traditional loan and
deposit products to its customers, which consist primarily of small
and medium sized businesses and consumers. In addition to
established banking products, Prosperity offers a complete line of
services including: Internet Banking services at
http://www.prosperitybanktx.com, Retail Brokerage Services,
MasterMoney Debit Cards, and 24 hour voice response banking.
Prosperity currently operates one hundred seventy-five (175) full
service banking locations: sixty (60) in the Houston area; twenty (20) in the South Texas area including Corpus Christi and Victoria; thirty-one (31) in the Dallas/Fort Worth area; twenty-one (21) in the
East Texas area; thirty-three (33)
in the Central Texas area
including Austin and San Antonio; and ten (10) in the Bryan/College Station area.
In connection with the proposed merger of Texas Bankers, Inc.
into Prosperity, Prosperity will file with the Securities and
Exchange Commission a registration statement on Form S-4 to
register the shares of Prosperity's common stock to be issued to
the shareholders of Texas Bankers, Inc. The registration
statement will include a proxy statement/prospectus which will be
sent to the shareholders of Texas Bankers, Inc. 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 THEY
CONTAIN IMPORTANT INFORMATION ABOUT PROSPERITY, TEXAS BANKERS AND THE PROPOSED
TRANSACTION.
Investors and security holders may obtain free copies of these
documents through the website maintained by the Securities and
Exchange Commission at http://www.sec.gov. Documents filed
with the SEC by Prosperity will be available free of charge by
directing a request by telephone or mail to Prosperity Bancshares,
Inc., Prosperity Bank Plaza, 4295 San Felipe, Houston, Texas 77027 Attn: Investor Relations.
Prosperity's telephone number is (281) 269-7199.
"Safe Harbor" Statement under the Private Securities
Litigation Reform Act of 1995: This release contains
forward-looking statements within the meaning of the securities
laws that are based on current expectations, assumptions, estimates
and projections about Prosperity 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 Prosperity'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 Prosperity 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 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 Prosperity'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 currency
rate fluctuations and interest rate fluctuations; weather; and the
stock price volatility associated with "small-cap" companies.
These and various other factors are discussed in Prosperity's
Annual Report on Form 10-K for the year ended December 31, 2010 and other reports and
statements Prosperity has filed with the SEC. Copies of the SEC
filings for Prosperity Bancshares®
may be downloaded from the Internet at no charge from
www.prosperitybanktx.com.
SOURCE Prosperity Bancshares, Inc.