PLANO, Texas, Nov. 25, 2013 /PRNewswire/ -- ViewPoint
Financial Group, Inc. ("ViewPoint") (NASDAQ: VPFG) and LegacyTexas
Group, Inc. ("LegacyTexas") announced today that they have entered
into a definitive agreement under which LegacyTexas will merge into
ViewPoint and, immediately thereafter, ViewPoint's bank subsidiary,
ViewPoint Bank, N.A., will merge into LegacyTexas' subsidiary bank,
LegacyTexas Bank. The merger will result in one of the largest
independent banks in the state of Texas, with 51 branches and pro forma assets
of over $5 billion.
LegacyTexas is a 50 year old, privately held commercial bank
headquartered in Plano, Texas,
that operates 20 branches in Collin, Dallas, Tarrant and Parker counties. As of September 30, 2013, LegacyTexas reported, on a
consolidated basis, total assets of $1.7
billion, total loans of $1.2
billion and total deposits of $1.5
billion. LegacyTexas offers a full range of banking
products and services, including insurance and mortgage
lending.
Under the terms of the agreement, ViewPoint will issue 7.85
million shares of ViewPoint common stock plus approximately
$115 million in cash for all the
outstanding stock of LegacyTexas. Each LegacyTexas
shareholder will have the right to elect to receive either
ViewPoint stock or cash, subject to proration as specified in the
merger agreement. The transaction is expected to be highly
accretive to earnings per share.
Upon completion of the merger, George
Fisk, CEO and vice chairman of LegacyTexas, and Greg Wilkinson, each current LegacyTexas board
members, will join the Boards of Directors of both ViewPoint and
its banking subsidiary. Mays Davenport, Executive Vice
President of LegacyTexas Bank, will become Executive Vice President
and Chief Financial Officer of ViewPoint. Aaron Shelby, Executive Vice President of
LegacyTexas, will be named Executive Vice President of
ViewPoint. Both Davenport and Shelby will report directly to
ViewPoint President and CEO Kevin
Hanigan.
"I am very excited to announce the merger of LegacyTexas with
ViewPoint," stated Hanigan. "The Shelby family and management
team from LegacyTexas have built one of the jewels of North Texas community banking. This
combination allows ViewPoint to accomplish many of our strategic
objectives, including: gaining greater scale in the Dallas-Fort
Worth Metroplex; accelerating ViewPoint's transition to a
full-service, commercial-oriented community bank; leveraging our
excess capital in a financially attractive transaction, and
deepening our management and board depth and experience."
"We have always respected LegacyTexas as a competitor and
admired their commitment to the communities they serve," stated
ViewPoint Chairman James McCarley.
"Bringing our organizations together will serve to increase our
ability to help grow area businesses and support our
communities."
LegacyTexas Chairman Pat Shelby
stated, "We are pleased to become partners with ViewPoint, an
organization that mirrors the culture and pride of our own.
Our organizations have both built strong foundations in
Collin County, and we look forward
to becoming the leading commercially focused community bank in
Dallas."
"We share ViewPoint's commitment to our clients in the
Dallas area and look forward to
having our employees and stakeholders participate in the continued
growth of our combined franchise," added George Fisk.
Immediately following the close, ViewPoint will be known as
LegacyTexas Financial Group, Inc. and the banking subsidiary will
be known as LegacyTexas Bank.
"The LegacyTexas name is highly respected in Texas commercial banking, and we look forward
to extending the success of that brand as we work to become this
state's premier community bank," said Hanigan.
The merger has been unanimously approved by the boards of
directors of both companies and is expected to close during the
second quarter of 2014, after receipt of regulatory approvals, the
approval of the shareholders of LegacyTexas and the satisfaction of
other customary closing conditions.
ViewPoint also announced that its existing trading plan with
Sandler O'Neill + Partners, L.P. in accordance with Rule 10b5-1 of
the Securities Exchange Act of 1934, as amended, to facilitate
repurchases of its common stock (the "Rule 10b5-1 plan") has been
terminated. The Rule 10b5-1 plan provides that the Rule
10b5-1 plan will terminate on the date of the public announcement
of an acquisition as a result of which the Company's common stock
is to be exchanged or converted into securities or property.
The announced merger with LegacyTexas terminated the Rule 10b5-1
plan under this provision. Prior to termination, 83,800
shares were repurchased during 2013 under the Rule 10b5-1 plan at
an average price of $18.55.
ViewPoint Financial Group, Inc. was advised in this transaction
by Sandler O'Neill + Partners, L.P. as financial advisor and
Silver, Freedman & Taff, LLP as legal counsel. J.P.
Morgan Securities LLC served as financial advisor to LegacyTexas
Group, Inc. The Bank Advisory Group, LLC rendered a fairness
opinion to LegacyTexas' board in connection with the
transaction. Hunton & Williams LLP is acting as legal
counsel to LegacyTexas.
In addition to the information contained in this press release,
on November 25, 2013, ViewPoint will
post an investor presentation regarding the transaction on its
website at www.viewpointfinancialgroup.com.
Conference Call
ViewPoint will host an investor conference call to discuss the
merger on Tuesday, November 26, 2013,
at 7:30 a.m., Central Time.
Participants are asked to call (toll-free) 1-888-317-6016 at least
five minutes prior to the call. International participants
are asked to call 1-412-317-6016 and participants in Canada are asked to call (toll-free)
1-855-669-9657. The call and corresponding presentation
slides will be webcast live on the home page of ViewPoint's
website, www.viewpointfinancialgroup.com. An audio replay will be
available one hour after the conclusion of the call at
1-877-344-7529, Conference #10037595. This replay, as well as the
webcast, will be available until December
31, 2013.
About ViewPoint Financial Group, Inc.
ViewPoint Financial Group, Inc. (NASDAQ: VPFG) is the holding
company for ViewPoint Bank, N.A. ViewPoint Bank, N.A. operates 31
banking offices in the Dallas/Fort
Worth metropolitan area, including two First National Bank
of Jacksboro locations in
Jack and Wise Counties. For more information, please
visit www.viewpointbank.com or
www.viewpointfinancialgroup.com.
About LegacyTexas Group, Inc.
LegacyTexas Group, Inc. is the holding company for LegacyTexas
Bank, headquartered in Plano,
Texas. LegacyTexas Bank operates 20 branches in the
Dallas/Fort Worth metropolitan
area. Additionally, LegacyTexas Bank operates insurance and title
company businesses. For more information, please visit
www.legacytexasbank.com.
When used in this press release and in documents filed or
furnished by ViewPoint with the Securities and Exchange Commission
(the "SEC") in ViewPoint's other press releases or other public or
shareholder communications, and in oral statements made with the
approval of an authorized executive officer, the words or phrases
"will likely result," "are expected to," "will continue," "is
anticipated," "estimate," "project," "intends" or similar
expressions are intended to identify "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act
of 1995. Such statements are subject to certain risks and
uncertainties that could cause actual results to differ materially
from those presently anticipated or projected, including, among
other things: the expected cost savings, synergies and other
financial benefits from the ViewPoint- LegacyTexas merger might not
be realized within the expected time frames or at all and costs or
difficulties relating to integration matters might be greater than
expected; the requisite regulatory approvals and the approval of
the shareholders of LegacyTexas might not be obtained or other
conditions to completion of the merger set forth in the merger
agreement might not be satisfied or waived; changes in economic
conditions; legislative changes; changes in policies by regulatory
agencies; fluctuations in interest rates; the risks of lending and
investing activities, including changes in the level and direction
of loan delinquencies and write-offs and changes in estimates of
the adequacy of the allowance for loan losses; ViewPoint's ability
to access cost-effective funding; fluctuations in real estate
values and both residential and commercial real estate market
conditions; demand for loans and deposits in ViewPoint's market
area; the industry-wide decline in mortgage production;
competition; changes in management's business strategies; and other
factors set forth in ViewPoint's filings with the SEC.
ViewPoint does not undertake – and specifically declines any
obligation – to publicly release the result of any revisions which
may be made to any forward-looking statements to reflect events or
circumstances after the date of such statements or to reflect the
occurrence of anticipated or unanticipated events.
This communication 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. ViewPoint Financial Group,
Inc. will be filing with the SEC a registration statement on Form
S-4 concerning the merger. The registration statement will include
a proxy statement/prospectus, which will be sent to the
shareholders of LegacyTexas. INVESTORS ARE URGED TO READ THE
PROXY STATEMENT / PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY
OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE MERGER
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors will be
able to obtain these documents free of charge at the SEC's website
(www.sec.gov). In addition, documents filed with the SEC by
ViewPoint will be available free of charge by accessing ViewPoint's
website (www.viewpointfinancialgroup.com, under "SEC Filings") or
by contacting Casey Farrell at
972-801-5871. The directors, executive officers and certain other
members of management, and employees of ViewPoint may be deemed to
be participants in the solicitation of proxies in favor of the
merger from the shareholders of LegacyTexas. Information
about the directors and executive officers of ViewPoint is included
in the proxy statement for its 2013 annual meeting of shareholders,
which was filed with the SEC on April 18,
2013. The directors, executive officers and certain other
members of management, and employees of LegacyTexas may also be
deemed to be participants in the solicitation of proxies in favor
of the merger from the shareholders of LegacyTexas. Information
about the directors and executive officers of LegacyTexas will be
included in the proxy statement/prospectus for the merger.
SOURCE ViewPoint Financial Group, Inc.