TUPELO, Miss. and ALBANY, Ga., Dec. 10,
2014 /PRNewswire/ -- Renasant Corporation (NASDAQ: RNST) and
Heritage Financial Group, Inc. (NASDAQ: HBOS) jointly announced
today the signing of a definitive merger agreement pursuant to
which Renasant Corporation ("Renasant" or "the Company") will
acquire, in an all-stock merger, Heritage Financial Group, Inc.
("Heritage"), a bank holding company headquartered in Albany, Georgia, and the parent of
HeritageBank of the South ("HeritageBank"), a Georgia savings bank.
Upon completion of the transaction, the combined company will
have approximately $7.5 billion in
total assets, $5.2 billion in gross
loans and $6.1 billion in deposits
with 171 banking, mortgage, insurance, wealth management and
investment offices in Mississippi,
Alabama, Tennessee, Georgia and Florida. The transaction will add to Renasant
approximately $1.9 billion in assets,
$1.2 billion in loans and
$1.3 billion in deposits, and 48
banking, mortgage and investment offices in Alabama, Georgia and Florida as of September
30, 2014, inclusive of Heritage's pending previously
announced branch acquisition from The PrivateBank and Trust Company
of a branch in Norcross, GA with
$40 million in loans and $129 million in deposits.
The merger will solidify Renasant as one of the largest
community banks operating in the Southeast with significant other
business lines including insurance, mortgage and wealth
management.
The transaction also enhances the Company's presence in the
metro markets of Birmingham, AL
and Atlanta, GA with minimal
existing overlap while also providing entry into new markets, such
as Albany, GA, Statesboro, GA, Savannah, GA, Auburn, AL, Ocala,
FL and Gainesville, FL.
Additionally, the merger will provide a stable source of
low-cost core deposits that are expected to support and enhance
Renasant's future growth activities.
O. Leonard Dorminey, President
and Chief Executive Officer of Heritage, said, "We are excited to
partner with Renasant to provide enhanced value to our
stockholders, clients, employees, and communities. This merger will
provide greater resources and operational scale that will allow us
to grow as part of a larger community bank. Renasant's strong
fundamentals and superior service are consistent with our own
culture. Their proven track record of profitable growth, ability to
successfully execute acquisitions, and similar community bank
culture makes Renasant an excellent choice for Heritage. We are
confident that this merger will be positive for all of our
constituents: our stockholders, clients, employees and
communities."
Dorminey will join the Company as Executive Vice President of
Renasant Corporation and will serve as the President of Renasant
Bank's Georgia region. He has
been with HeritageBank since 2001 and has served as President and
CEO of Heritage since 2003. Dorminey began his career in banking as
a lender more than 32 years ago.
According to the terms of the merger agreement, which has been
approved by the Boards of Directors of both companies, Heritage
stockholders will receive 0.9266 shares of Renasant common stock
for each share of Heritage common stock, and the merger is expected
to qualify as a tax-free reorganization for Heritage stockholders.
Based on Renasant's 20-day average closing price of $29.14 per share as of December 9, 2014, the aggregate deal value is
approximately $258 million or
$27.00 per share. Under the proposed
terms, the transaction is expected to be immediately accretive to
Renasant's estimated earnings per share with the estimated tangible
book value dilution being earned back in less than two years and an
IRR which exceeds internal thresholds.
"This merger between Renasant and Heritage adds branch and
mortgage locations to our legacy markets of Birmingham and Atlanta while providing for our entry into
several attractive new markets in Alabama, Georgia and Florida," said Renasant Chairman
and Chief Executive Officer, E. Robinson
McGraw. "This merger will expand our market share, earnings
growth and profitability and is expected to greatly benefit our
current and future clients with expanded locations, services and
products. Heritage is a community bank with a proven track record
of success in serving their clients and communities, and we look
forward to completing this acquisition."
The acquisition is expected to close during the third quarter of
2015 and is subject to Renasant and Heritage stockholder approval,
regulatory approval and other conditions set forth in the merger
agreement. Pursuant to the terms of the merger agreement,
HeritageBank will merge with and into Renasant Bank immediately
after the merger of Heritage with and into Renasant.
Renasant was advised by the investment banking firm of
Raymond James & Associates,
Inc., and the law firm of Phelps Dunbar LLP. Heritage was advised
by the investment banking firm of Keefe, Bruyette & Woods and
the law firm of Alston & Bird LLP.
Conference Call Information:
Renasant and Heritage will host an investor conference call and
webcast on December 11, 2014, at 9:00
AM Eastern through
http://services.choruscall.com/links/rnst141211.html.
The conference may be accessed via telephone by dialing
1-877-513-1143 in the United
States and requesting the Renasant Corporation call.
International participants should dial 1-412-902-4145. A
presentation outlining this announcement will be available through
the Company's IR site, www.renasant.com. The presentation will also
be available through Heritage's website at www.eheritagebank.com. A
replay of the conference call will be available by dialing
1-877-344-7529 in the U.S. or 1-412-317-0088 internationally and
entering access code 10057355. The webcast can be replayed until
December 11, 2015, from either the
Company's or Heritage's website.
Renasant and
Heritage Contacts:
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RNST:
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For Media:
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For
Financials:
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John
Oxford
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Kevin
Chapman
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First Vice
President
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Executive Vice
President
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Director of Corp
Communication
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Chief Financial
Officer
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(662)
680-1219
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(662)
680-1450
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joxford@renasant.com
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kchapman@renasant.com
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HBOS:
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For
Financials:
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T. Heath Fountain,
CPA
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Executive Vice
President
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Chief Financial
Officer
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(229)
878-2055
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hfountain@eheritagebank.com
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ABOUT RENASANT CORPORATION:
Renasant Corporation is the parent of Renasant Bank, a
110-year-old financial services institution, and Renasant
Insurance. Renasant has assets of approximately $5.8 billion and operates more than
120 banking, mortgage, financial services and insurance
offices in Mississippi,
Tennessee, Alabama and Georgia.
ABOUT HERITAGE FINANCIAL GROUP, INC.:
Heritage Financial Group, Inc. is the holding company for
HeritageBank of the South, a community-oriented bank serving
primarily Georgia, Florida and Alabama through 36 banking locations, 20
mortgage offices, and 5 investment offices.
Additional Information about the Renasant/Heritage
Transaction
This communication is being made in respect of the proposed
merger transaction involving Renasant and Heritage. In
connection with the proposed merger, Renasant and Heritage will
file a registration statement on Form S-4 that will include a joint
proxy statement/prospectus, and other relevant
documents concerning the proposed merger,
with the Securities and Exchange
Commission (the "SEC"). This release 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.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE
URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER
DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED
MERGER OR INCORPORATED BY REFERENCE IN THE JOINT PROXY
STATEMENT/PROSPECTUS BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT RENASANT, HERITAGE AND THE PROPOSED MERGER.
When available, the joint proxy statement/prospectus will be mailed
to shareholders of both Renasant and Heritage. Investors will
also be able to obtain copies of the joint proxy
statement/prospectus and other relevant documents (when they become
available) free of charge at the SEC's website (www.sec.gov).
In addition, documents filed with the SEC by Renasant will be
available free of charge from Kevin
Chapman, Chief Financial Officer, Renasant Corporation, 209
Troy Street, Tupelo, Mississippi
38804-4827, telephone: (662) 680-1450. Documents filed with
the SEC by Heritage will be available free of charge from Heritage
by contacting T. Heath Fountain,
Chief Financial Officer, Heritage Financial Group, Inc., 721 N.
Westover Blvd, Albany, Georgia,
telephone: (229) 878-2055.
Renasant, Heritage and certain of their directors, executive
officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies from the
shareholders of Renasant and Heritage in connection with the
proposed merger. Information about the directors and
executive officers of Renasant is included in the proxy statement
for its 2014 annual meeting of shareholders, which was filed with
the SEC on March 11, 2014.
Information about the directors and executive officers of Heritage
is included in the proxy statement for its 2014 annual meeting of
shareholders, which was filed with the SEC on April 25, 2014. Additional information
regarding the interests of such participants and other persons who
may be deemed participants in the transaction will be included in
the joint proxy statement/prospectus and the other relevant
documents filed with the SEC when they become available.
"Safe Harbor" Statement Under the Private Securities
Litigation Reform Act of 1995:
This release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of
1995. Congress passed the Private Securities Litigation Act
of 1995 in an effort to encourage companies to provide information
about their anticipated future financial performance. This
act provides a safe harbor for such disclosure, which protects a
company from unwarranted litigation if actual results are different
from management expectations. This release reflects the
current views and estimates of future economic circumstances,
industry conditions, company performance, and financial results of
the management of Renasant and Heritage. These
forward-looking statements are subject to a number of factors and
uncertainties which could cause Renasant's, Heritage's or the
combined company's actual results and experience to differ from the
anticipated results and expectations expressed in such
forward-looking statements, and such differences may be
material. Forward-looking statements speak only as of the
date they are made, and neither Renasant nor Heritage assumes any
duty to update forward-looking statements. In addition to
factors previously disclosed in Renasant's and Heritage's reports
filed with the SEC and those identified elsewhere in this release,
these forward-looking statements include, but are not limited to,
statements about (i) the expected benefits of the transaction
between Renasant and Heritage and between Renasant Bank and
HeritageBank of the South, including future financial and operating
results, cost savings, enhanced revenues and the expected market
position of the combined company that may be realized from the
transaction, and (ii) Renasant's and Heritage's plans, objectives,
expectations and intentions and other statements contained in this
release that are not historical facts. Other statements
identified by words such as "expects," "anticipates," "intends,"
"plans," "believes," "seeks," "estimates," "targets," "projects" or
words of similar meaning generally are intended to identify
forward-looking statements. These statements are based upon
the current beliefs and expectations of Renasant's and Heritage's
management and are inherently subject to significant business,
economic and competitive risks and uncertainties, many of which are
beyond their respective control. In addition, these
forward-looking statements are subject to assumptions with respect
to future business strategies and decisions that are subject to
change. Actual results may differ from those indicated or
implied in the forward-looking statements, and such differences may
be material.
The following risks, among others, could cause actual results to
differ materially from the anticipated results or other
expectations expressed in the forward-looking statements: (1) the
businesses of Renasant and Heritage may not be integrated
successfully or the integration may be more difficult,
time-consuming or costly than expected; (2) the expected growth
opportunities or costs savings from the transaction may not be
fully realized or may take longer to realize than expected; (3)
revenues following the transaction may be lower than expected as a
result of losses of customers or other reasons, including issues
arising in connection with Heritage's integration of Alarion
Financial Services, Inc.; (4) deposit attrition, operating costs,
customer loss and business disruption following the transaction,
including difficulties in maintaining relationships with employees,
may be greater than expected; (5) governmental approvals of the
transaction may not be obtained on the proposed terms or expected
timeframe; (6) Renasant's or Heritage's shareholders may fail to
approve the transaction; (7) the terms of the proposed transaction
may need to be modified to satisfy such approvals or conditions;
(8) reputational risks and the reaction of the companies' customers
to the transaction; (9) diversion of management time on merger
related issues; (10) changes in asset quality and credit risk; (11)
inflation; (12) the cost and availability of capital; (13) customer
acceptance of the combined company's products and services; (14)
customer borrowing, repayment, investment and deposit practices;
(15) the introduction, withdrawal, success and timing of business
initiatives; (16) the impact, extent, and timing of technological
changes; (17) severe catastrophic events in the companies'
respective geographic area; (18) a weakening of the economies in
which the combined company will conduct operations may adversely
affect its operating results; (19) the U.S. legal and regulatory
framework, including those associated with the Dodd-Frank Wall
Street Reform and Consumer Protection Act, could adversely affect
the operating results of the combined company; (20) the interest
rate environment may compress margins and adversely affect net
interest income; and (21) competition from other financial services
companies in the companies' markets could adversely affect
operations. Additional factors that could cause Renasant's
and Heritage's results to differ materially from those described in
the forward-looking statements can be found in Renasant's and
Heritage's reports (such as Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K) filed with
the SEC and available at the SEC's website (www.sec.gov). All
subsequent written and oral forward-looking statements concerning
Renasant, Heritage or the proposed merger or other matters and
attributable to Renasant, Heritage or any person acting on either
of their behalf are expressly qualified in their entirety by the
cautionary statements above. Renasant and Heritage do not
undertake any obligation to update any forward-looking statement,
whether written or oral, to reflect circumstances or events that
occur after the date the forward-looking statements are made.
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SOURCE Renasant Corporation