A. Lee Graham
OmniAmerican Bancorp Inc. and Southside Bancshares Inc. have signed a merger agreement creating the ninth-largest bank headquartered in Texas, by deposits.
The deal sees OmniAmerican shareholders receive 0.4459 shares of Southside common stock plus $13.125 in cash for each outstanding share of OmniAmerican common stock. Based on Southside’s closing stock price of $30.46 on April 28, 2014, the per-share value of consideration to OmniAmerican shareholders would be $26.71.
The transaction had an aggregate value of about $307 million as of Tuesday April 29.
OmniAmerican Bancorp Inc. is the holding company for Fort Worth-based OmniAmerican Bank. Southside Bancshares is parent company of Tyler-based Southside Bank.
“This merger of two strong institutions is a superb strategic fit, creating a well-capitalized, community-oriented bank with a major presence in East Texas, Central Texas and now Fort Worth,” said Sam Dawson, president and CEO of Southside Bank and SBSI in a news release.
“We see tremendous growth potential in Fort Worth, as well as powerful synergies from teaming up with one another,” Dawson said.
The merger has been unanimously approved by boards of directors of both companies and is expected to close during fourth-quarter 2014, after receiving customary regulatory approvals, approval from OmniAmerican and Southside Bancshares shareholders and the satisfaction of other customary closing conditions. The combined entity will operate under the names Southside Bancshares Inc. and Southside Bank.
All OmniAmerican executive management will remain in place after the merger. OmniAmerican executives will assume the following titles: Tim Carter, president, North Texas Region; Deborah Wilkinson, executive vice president, Finance; Anne Holland, executive vice president, senior lending officer, North Texas; and T.L. Arnold, executive vice president, senior credit officer, North Texas.
“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 will become president of the North Texas Region for Southside upon completion of the merger.
“Bringing together our branch network and Fort Worth presence with Southside Bank’s 50 facilities in Texas gives us a dynamic foundation to serve our commercial, mortgage and consumer customers with even greater convenience, expanded product and service offerings, and additional lending capacity,” Carter said.
Serving as financial adviser for Southside Bancshares Inc. in the transaction was Keefe, Bruyette & Woods, A Stifel Co., with Alston & Bird LLP serving as legal counsel. OmniAmerican Bancorp, Inc. was advised by Sandler O’Neill + Partners LP as financial adviser and Haynes and Boone LLP as legal counsel.