FBMT First National Bancshares (FL) (MM)

NEW ORLEANS, April 13 /PRNewswire-FirstCall/ -- Whitney Holding Corporation (NASDAQ:WTNY) and First National Bancshares, Inc. (NASDAQ:FBMT) announced today that Whitney has completed its acquisition of First National Bancshares, Inc., which is headquartered in Bradenton, Florida, in a cash and stock transaction. First National Bancshares is the parent company of 1st National Bank & Trust, which has approximately $380 million in total assets and will continue to operate as a separate subsidiary of Whitney until the third quarter of 2006, when it is expected to merge into Whitney National Bank. This acquisition increases Whitney's presence in Florida to 30 branches with approximately $1.5 billion in total assets. The acquisition was approved overwhelmingly by First National's shareholders on April 6, 2006 at a special meeting. In accordance with the terms of the merger agreement, First National shareholders could elect to receive cash, Whitney common stock or a combination of cash and Whitney common stock as merger consideration. These elections were made subject to redesignation if the shareholders of First National elected to receive aggregate cash consideration in excess of 35% of the total merger consideration. Based on the elections made, the redesignation has been completed and First National shareholders will receive merger consideration as follows: * Shareholders who elected to receive cash will receive cash consideration for 76.61875% of their First National shares and stock consideration for 23.38125% of their shares. * Shareholders who elected to receive stock or made no election will receive stock consideration for 100% of their First National shares. * Shareholders who elected a combination of cash and stock will receive cash consideration for 35% of their First National shares and stock consideration for 65% of their shares. Cash consideration is $34.64 per First National share and stock consideration is 0.975 Whitney share per First National share, with cash payable in lieu of fractional shares. F. I. "Rip" duPont, III, former Chairman and Chief Executive Officer of First National Bancshares, said, "This acquisition shows Whitney's continuing commitment to build its franchise along the west coast of Florida. My staff and I look forward to being key members of that franchise." William L. Marks, Chairman and Chief Executive Officer of Whitney, said, "I am pleased to welcome First National Bancshares's shareholders, customers and employees to the Whitney. Rip and his staff are excellent bankers and will be an important part of our continued growth in Florida." Whitney Holding Corporation, through its banking subsidiary Whitney National Bank, serves the five-state Gulf Coast region stretching from Houston, Texas; across southern Louisiana and the coastal region of Mississippi; to central and south Alabama; the panhandle of Florida; and the metropolitan area of Tampa, Florida. This press release includes "forward-looking statements" within the meaning of section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may provide projections of results of operations or of financial condition or state other forward-looking information, such as expectations about future conditions and descriptions of future plans and strategies. Forward-looking statements often contain words such as "anticipate," "believe," "expect," "forecast," "goal," "intend," "plan," "project," or other words of similar meaning. The forward-looking statements in this news release include, but may not be limited to, expectations about Whitney's growth in the Florida market. Whitney's ability to accurately project results or predict the effects of future plans or strategies is inherently limited. Although Whitney believes that the expectations reflected in forward-looking statements are based on reasonable assumptions, actual results and performance could differ materially from those set forth in the forward-looking statements. Factors that could cause actual results to differ from those expressed in the forward-looking statements include, but are not limited to, changes in economic and business conditions, changes in interest rates that affect the pricing of Whitney's financial products and the demand for its financial services, changes in laws and regulations that significantly affect the activities of the banking industry and the industry's competitive position relative to other financial service providers, technological changes affecting the nature or delivery of financial products or services, the impact of recent and future natural disasters on Whitney's service area, the failure to capitalize on growth opportunities in connection with business acquisitions and management's inability to develop and execute plans for Whitney to effectively respond to unexpected changes. Whitney does not intend, and undertakes no obligation, to update or revise any forward-looking statements, whether as a result of differences in actual results, changes in assumptions or changes in other factors affecting such statements. DATASOURCE: Whitney Holding Corporation CONTACT: Thomas L. Callicutt, Jr., +1-504-552-4591, or F. I. duPont, III, +1-941-794-6969, both of Whitney Holding Corporation

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