HOUSTON, Oct. 8, 2019 /PRNewswire/ -- Prosperity
Bancshares, Inc.® (NYSE: PB), the parent company
of Prosperity Bank® (collectively, "Prosperity"),
today announced that it has received all regulatory approvals
necessary to complete its previously announced merger (the
"merger") with LegacyTexas Financial Group, Inc. (NASDAQ: LTXB)
("LegacyTexas"), the parent company of LegacyTexas Bank.
The merger is expected to be effective as of November 1, 2019, subject to the approval of the
shareholders of Prosperity and the stockholders of LegacyTexas and
the satisfaction or waiver of the other closing conditions
described in the definitive merger agreement.
About Prosperity Bancshares, Inc.®
As of June 30, 2019, Prosperity
Bancshares, Inc.® is a $22.4 billion Houston,
Texas based regional financial holding company, formed in
1983. Operating under a community banking philosophy and seeking to
develop broad customer relationships based on service 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 financial
services including Online & Mobile Banking, Investment
Services, Small Business (SBA) and Commercial Loans, Mortgage
Services, Retail Brokerage Services, Cash Management, as well as
traditional consumer services.
Prosperity currently operates 243 full-service banking
locations: 65 in the Houston area,
including The Woodlands; 30 in the
South Texas area, including
Corpus Christi and Victoria; 33 in the Dallas/Fort Worth area; 22 in the East Texas area; 29 in the Central Texas area, including Austin and San
Antonio; 34 in the West
Texas area, including Lubbock, Midland-Odessa and Abilene; 16 in the Bryan/College Station area; six in the
Central Oklahoma area; and eight
in the Tulsa, Oklahoma area.
Cautionary Notes on Forward-Looking Statements
This communication contains statements which, to the extent they
are not statements of historical fact, constitute "forward-looking
statements" within the meaning of the federal securities laws,
including Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.
From time to time, oral or written forward-looking statements may
also be included in other information released to the public. Such
statements are typically, but not exclusively, identified by the
use in the statements of words or phrases such as "aim,"
"anticipate," "estimate," "expect," "goal," "guidance," "intend,"
"is anticipated," "is expected," "is intended," "objective,"
"plan," "projected," "projection," "will affect," "will be," "will
continue," "will decrease," "will grow," "will impact," "will
increase," "will incur," "will reduce," "will remain," "will
result," "would be," variations of such words or phrases (including
where the word "could," "may," or "would" is used rather than the
word "will" in a phrase) and similar words and phrases indicating
that the statement addresses some future result, occurrence, plan
or objective. These forward-looking statements may include
information about Prosperity's and LegacyTexas's possible or
assumed future economic performance or future results of
operations, including future revenues, income, expenses, provision
for loan losses, provision for taxes, effective tax rate, earnings
per share and cash flows and Prosperity's or LegacyTexas's future
capital expenditures and dividends, future financial condition and
changes therein, including changes in Prosperity's and
LegacyTexas's loan portfolio and allowance for loan losses, future
capital structure or changes therein, as well as the plans and
objectives of management for Prosperity's or LegacyTexas's future
operations, future or proposed acquisitions, the future or expected
effect of acquisitions on Prosperity's or LegacyTexas's operations,
results of operations, financial condition, and future economic
performance, statements about the anticipated benefits of the
proposed transaction, and statements about the assumptions
underlying any such statement. The forward-looking statements are
based on expectations and assumptions Prosperity and LegacyTexas
currently believe to be valid. Because forward-looking statements
relate to future results and occurrences, they are subject to
inherent uncertainties, risks and changes in circumstances that are
difficult to predict. Many possible events or factors could
adversely affect the future financial results and performance of
Prosperity, LegacyTexas or the combined company and could cause
those results or performance to differ materially from those
expressed in the forward-looking statements. Such risks and
uncertainties include, among others: the occurrence of any event,
change or other circumstance that could give rise to the right of
one or both of the parties to terminate the merger agreement, the
outcome of any legal proceedings that may be instituted against
Prosperity or LegacyTexas, delays in completing the transaction,
the failure to obtain necessary regulatory approvals (and the risk
that such approvals may result in the imposition of conditions that
could adversely affect the combined company or the expected
benefits of the transaction) or shareholder approvals or to satisfy
any of the other conditions to the transaction on a timely basis or
at all, the possibility that the anticipated benefits of the
transaction are not 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 generally, or specifically in
the Dallas/Fort Worth area where
LegacyTexas does a majority of its business and Prosperity has a
significant presence, 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,
potential adverse reactions or changes to business or employee
relationships, including those resulting from the announcement or
completion of the transaction, Prosperity's ability to complete the
acquisition and integration of LegacyTexas successfully, and the
dilution caused by Prosperity's issuance of additional shares of
its common stock in connection with the transaction. Each of
Prosperity and LegacyTexas disclaims any obligation to update such
factors or to publicly announce the results of any revisions to any
of the forward-looking statements included herein to reflect future
events or developments. Further information on Prosperity,
LegacyTexas and factors which could affect the forward-looking
statements contained herein can be found in Prosperity's Annual
Report on Form 10-K for the fiscal year ended December 31, 2018, its Quarterly Report on Form
10-Q for the three- and six-month periods ended June 30, 2019 and its other filings with the
Securities and Exchange Commission ("SEC"), and in LegacyTexas's
Annual Report on Form 10-K for the fiscal year ended December 31, 2018, its Quarterly Report on Form
10-Q for the three- and six-month periods ended June 30, 2019 and its other filings with the
SEC.
Additional Information about the Merger and Where to Find
It
In connection with the proposed merger of LegacyTexas into
Prosperity, Prosperity has filed with the SEC a registration
statement on Form S-4 to register the shares of Prosperity common
stock to be issued to the stockholders of LegacyTexas. The
registration statement includes a joint proxy statement/prospectus
which has been sent to the stockholders of LegacyTexas and the
shareholders of Prosperity seeking their approval of the proposed
transaction.
WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION
STATEMENT ON FORM S-4, THE JOINT 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,
LEGACYTEXAS AND THE PROPOSED TRANSACTION.
Investors and security holders may obtain free copies of these
documents through the website maintained by the SEC 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, (281) 269-7199 and documents filed with
the SEC by LegacyTexas will be available free of charge by
directing a request by telephone or mail to LegacyTexas Financial
Group, Inc., 5851 Legacy Circle, Suite 1200, Plano, Texas 75024, (972) 578-5000.
Participants in the Solicitation
Prosperity, LegacyTexas and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the shareholders of Prosperity and the
stockholders of LegacyTexas in connection with the proposed
transaction. Certain information regarding the interests of these
participants and a description of their direct and indirect
interests, by security holdings or otherwise, is included in the
joint proxy statement/prospectus regarding the proposed transaction
filed with the SEC by Prosperity and LegacyTexas. Additional
information about Prosperity and its directors and executive
officers may be found in the definitive proxy statement of
Prosperity relating to its 2019 Annual Meeting of Shareholders
filed with the SEC on March 14, 2019,
and other documents filed by Prosperity with the SEC. Additional
information about LegacyTexas and its directors and executive
officers may be found in the definitive proxy statement of
LegacyTexas relating to its 2019 Annual Meeting of Stockholders
filed with the SEC on April 12, 2019,
and other documents filed by LegacyTexas with the SEC. These
documents can be obtained free of charge from the sources described
above.
No Offer or Solicitation
This communication is for informational purposes only and is not
intended to and does not constitute an offer to subscribe for, buy
or sell, or the solicitation of an offer to subscribe for, buy or
sell, or an invitation to subscribe for, buy or sell any securities
or a solicitation of any vote or approval in any jurisdiction, nor
shall there be any sale, issuance or transfer of securities in any
jurisdiction in which such offer, invitation, sale or solicitation
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended, and otherwise in accordance with applicable law.
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SOURCE Prosperity Bancshares, Inc.