TUPELO, Miss. and HOUSTON, Texas, Oct.
15, 2021 /PRNewswire/ -- BancorpSouth Bank (NYSE: BXS)
("BancorpSouth") and Cadence Bancorporation (NYSE: CADE)
("Cadence"), the parent company of Cadence Bank, N.A., announced
their proposed merger has received final Federal Deposit Insurance
Corporation ("FDIC") approval. The FDIC approval follows recent
approvals from the Mississippi Department of Banking and Consumer
Finance and from shareholders of both companies.
The merger, originally announced on April
12, 2021, is scheduled to close at 11:59 pm CDT on October
31, 2021, subject to the satisfaction of customary closing
conditions. Upon closing, the merger will create the sixth-largest
bank headquartered in the combined nine-state footprint, with a
presence in seven of the top 10 largest metropolitan statistical
areas therein.
"We're pleased to have received regulatory approval for this
transformational merger," said BancorpSouth Chairman and CEO
Dan Rollins, who will lead the
combined company in the same capacity. "BancorpSouth and Cadence
both enter into this merger from a position of strength and will
create a company serving some of the most highly attractive markets
in the United States. A
combination of this scale provides the opportunity to deliver
long-term value for our teammates, customers, communities and
shareholders."
The combined company will have dual headquarters in Tupelo, Miss. and Houston, Texas, with primary operations
centers in Tupelo, Miss. and
Birmingham, Ala. Following the
closing of the merger, BancorpSouth will change its name to Cadence
Bank and the company's ticker symbol will change from BXS to CADE
on the New York Stock Exchange.
Branch locations for both companies will continue to operate
under their respective names until full integration is complete,
which is anticipated to take place in the second half of 2022.
Until integration, customers will not experience any changes to
their banking and should continue using their current branches,
checks, bank cards, online banking and other banking services.
Signage and documents will begin to reflect the Cadence Bank name
following the integration of the companies' banking systems.
"We have great respect for Dan and what his management team has
accomplished at BancorpSouth," said Cadence Bancorporation Chairman
and CEO Paul B. Murphy, Jr., who
will become executive vice chairman of the combined company. "This
merger will leverage the respective strengths of both institutions,
enhancing our ability to serve all stakeholders with a stronger,
more comprehensive offering of products and services for customers.
In getting to know many of the great team of bankers at
BancorpSouth, it's clear that, together, we have a great
opportunity ahead of us."
Cadence shareholders will receive 0.70 shares of BXS for each
share of CADE they own. Additionally, the agreement allows for a
one-time special cash dividend to CADE shareholders of $1.25 per share in conjunction with the closing
of the merger.
"Combining our two successful banks provides the opportunity to
better meet customers' needs, allowing us to invest in new
innovative digital offerings and deepen our relationship-focused
service," Rollins said. "Our complementary cultures and talented
professional bankers will position us to create an unparalleled
financial services experience. I truly believe we are much stronger
together."
About BancorpSouth Bank
BancorpSouth Bank (NYSE: BXS) is headquartered in Tupelo, Mississippi, with approximately
$28 billion in assets.
BancorpSouth operates approximately 315 full-service branch
locations as well as additional mortgage, insurance, and loan
production offices in Alabama,
Arkansas, Georgia, Florida, Louisiana, Mississippi, Missouri, Tennessee and Texas, including an insurance location in
Illinois. BancorpSouth is committed to a culture of respect,
diversity, and inclusion in both its workplace and communities. To
learn more, visit our Community Commitment page at
www.bancorpsouth.com; "Like" us on Facebook; follow us on Twitter
and Instagram: @MyBXS; or connect with us through
LinkedIn.
About Cadence Bancorporation
Cadence Bancorporation
(NYSE: CADE), headquartered in Houston,
Texas, is a regional financial holding company with
$18.7 billion in assets as of
June 30, 2021. Its wholly owned
subsidiary, Cadence Bank, N.A., operates 99 branch locations in
Alabama, Florida, Georgia, Mississippi, Tennessee and Texas, and provides corporations,
middle-market companies, small businesses and consumers with a full
range of innovative banking and financial solutions. Cadence Bank's
services and products include commercial and business banking,
treasury management, specialized lending, asset-based lending,
commercial real estate, SBA lending, foreign exchange, wealth
management, investment and trust services, financial planning,
retirement plan management, personal and business insurance,
consumer banking, consumer loans, mortgages, home equity lines and
loans, and credit cards. The bank's clients have access to
leading-edge online and mobile solutions, interactive teller
machines, and more than 55,000 ATMs. The Cadence Bank team of more
than 1,800 associates is committed to exceeding customer
expectations and helping their clients succeed financially. Cadence
Bank, N.A. Member FDIC. Equal Housing Lender. NMLS#525022.
Forward-Looking Statements
Certain statements in this
communication may constitute "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of
1995, Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended,
with respect to BancorpSouth Bank's and Cadence Bancorporation's
and Cadence Bank's (together, "Cadence") beliefs, plans, goals,
expectations, and estimates. Forward-looking statements are not a
representation of historical information but instead pertain to
future operations, strategies, financial results or other
developments. These forward-looking statements may be identified by
their reference to a future period or periods or by the use of
forward-looking terminology such as "anticipate," "believe,"
"could," "continue," "seek," "intend," "estimate," "expect,"
"foresee," "hope," "intend," "may," "might," "plan," "should,"
"predict," "project," "goal," "outlook," "potential," "will," "will
result," "will likely result," or "would" or future or conditional
verb tenses and variations or negatives of such terms. These
forward looking statements include, without limitation, those
relating to the terms, timing and closing of the proposed
transaction.
BancorpSouth Bank and Cadence caution readers not to place undue
reliance on the forward-looking statements contained in this
communication, in that actual results could differ materially from
those indicated in such forward-looking statements as a result of a
variety of factors, many of which are beyond the control of
BancorpSouth Bank and Cadence. The factors that could cause actual
results to differ materially include the following: the occurrence
of any event, change or other circumstances that could give rise to
the right of one or both of the parties to terminate the definitive
merger agreement between BancorpSouth Bank and Cadence; the outcome
of any legal proceedings that may be instituted against
BancorpSouth Bank or Cadence; the possibility that remaining
conditions to the closing are not satisfied on a timely basis or at
all; the ability of BancorpSouth Bank and Cadence to meet
expectations regarding the timing, completion and accounting and
tax treatments of the proposed transaction; the risk that any
announcements relating to the proposed transaction could have
adverse effects on the market price of the common stock of either
or both parties to the proposed transaction; the possibility that
the anticipated benefits of the proposed transaction will not be
realized when expected or at all, including as a result of the
impact of, or problems arising from, the integration of the two
companies or as a result of the strength of the economy and
competitive factors in the areas where BancorpSouth Bank and
Cadence do business; the possibility that the transaction may be
more expensive to complete than anticipated, including as a result
of unexpected factors or events; diversion of management's
attention from ongoing business operations and opportunities; the
possibility that the parties may be unable to achieve expected
synergies and operating efficiencies in the merger within the
expected timeframes or at all and to successfully integrate
Cadence's operations and those of BancorpSouth Bank; such
integration may be more difficult, time consuming or costly than
expected; revenues following the proposed transaction may be lower
than expected; potential adverse reactions or changes to business
or employee relationships, including those resulting from the
announcement or completion of the proposed transaction;
BancorpSouth Bank and Cadence's success in executing their
respective business plans and strategies and managing the risks
involved in the foregoing; the dilution caused by BancorpSouth
Bank's issuance of additional shares of its capital stock in
connection with the proposed transaction; and other factors that
may affect future results of BancorpSouth Bank and Cadence; and the
other factors discussed in "Risk Factors" in BancorpSouth Bank's
Annual Report on Form 10-K for the year ended December 31, 2020, BancorpSouth Bank's Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2021 and June
30, 2021 and BancorpSouth Bank's other filings with the
FDIC, which are available at https://www.fdic.gov/ and in the
"Investor Relations" section of BancorpSouth Bank's website,
https://www.bancorpsouth.com/, under the heading "Public Filings,"
and in Cadence's Annual Report on Form 10-K for the year ended
December 31, 2020, Cadence's
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 and June
30, 2021 and in Cadence's other filings with the U.S.
Securities and Exchange Commission (the "SEC"), which are available
at http://www.sec.gov and in the "Investor Relations" section of
Cadence's website, https://cadencebank.com/, under the heading "SEC
Filings." BancorpSouth Bank and Cadence assume no obligation to
update the information in this communication, except as otherwise
required by law.
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SOURCE BancorpSouth Bank