A. Lee Graham
Proposals to merge Fort Worth-based OmniAmerican Bancorp Inc. and Southside Bancshares Inc. of Tyler have won approval from Southside shareholders.
At a shareholders meeting this week, shareholders approved issuing shares of Southside common stock to stockholders of OmniAmerican in connection with the proposed merger of Omega Merger Sub Inc., a subsidiary of Southside, with and into OmniAmerican, with OmniAmerican as the surviving corporation.
Subsequent to that proposed union – dubbed the first merger – OmniAmerican would merge with and into Southside, with Southside as the surviving corporation.
At OmniAmerican’s own shareholders meeting, also held on Tuesday Oct. 14, shareholders approved, on an advisory basis, certain compensation that will or may become payable to OmniAmerican’s named executive officers in connection with the first merger.
Approvals by shareholders of Southside and stockholders of OmniAmerican are the latest measures needed for OmniAmerican to merge with and into Southside. The merger proposal also has been unanimously approved by boards of directors of both companies and is expected to close during the fourth quarter of 2014 following receipt of regulatory approvals and satisfaction of other customary closing conditions.
The combined entity would operate under the names of Southside Bancshares Inc. and Southside Bank.
“Both banks have well-aligned community banking philosophies, clean balance sheets, strong boards and seasoned management teams,” said Tim Carter, president and CEO of OmniAmerican Bank, who would become president of the North Texas Region for Southside when the merger reaches completion.
“As we combine to become the ninth-largest bank headquartered in Texas, by deposits, we look forward to enhancing the comprehensive financial solutions available to our commercial, mortgage and consumer customers in the Texas communities we serve,” said Carter in a news release.
About 98.1 percent of Southside shareholders eligible to vote and present in person or by proxy at the Southside special meeting voted to approve issuing shares of Southside common stock, 74.3 percent of OmniAmerican stockholders eligible to vote at the OmniAmerican special meeting voted to approve the first merger, and 92.7 percent of votes cast by OmniAmerican stockholders at the OmniAmerican special meeting voted to approve the OmniAmerican compensation proposal.
Upon completion of the first merger, OmniAmerican stockholders would receive 0.4459 of a share of Southside common stock plus $13.125 in cash for each outstanding share of OmniAmerican common stock held immediately prior to the first merger. Based on Southside’s closing stock price of $33.17 on Oct. 14, 2014, the per-share value of consideration to OmniAmerican stockholders would be $27.92.
The implied value OmniAmerican stockholders would receive in the first merger will change depending on the market price of Southside common stock.
Following the merger, the combined company would have about $5 billion in assets and would be the ninth-largest bank headquartered in Texas, by deposits.
OmniAmerican Bancorp Inc. is the holding company for OmniAmerican Bank, which operates 14 full-service branches in Dallas-Fort Worth and offers consumer products and services, as well as business-commercial services, mortgages and retirement planning. More information is available at www.OmniAmerican.com.
Southside Bancshares Inc., a bank holding company with about $3.5 billion in assets as of June 30, 2014, owns 100 percent of Southside Bank. Southside Bank currently has 50 banking centers in Texas and operates a network of 49 ATMs. More information is available at www.southside.com/investor.