Plano-based LegacyTexas Group and ViewPoint Financial Group Inc. have agreed to merge into what will become one of the largest independent banks in the state of Texas. ViewPoint Financial, the holding company of ViewPoint Bank N.A., and LegacyTexas said Nov. 25 they have entered into a definitive agreement under which LegacyTexas will merge with ViewPoint and ViewPoint Bank will merge into LegacyTexas’ subsidiary bank, LegacyTexas Bank. 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 regulatory approval, the approval of LegacyTexas shareholders and other customary closing conditions.
After the close, ViewPoint will be known as LegacyTexas Financial Group Inc. and the banking subsidiary will be known as LegacyTexas Bank. The merger will create 51 branches statewide and pro forma assets of more than $5 billion. “I am very excited to announce the merger of LegacyTexas with ViewPoint,” said ViewPoint President and CEO Kevin Hanigan. “The Shelby family and management team from LegacyTexas have built one of the jewels of North Texas community banking. 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.”
LegacyTexas is a 50-year-old, privately held commercial bank that operates 20 branches in Collin, Dallas, Tarrant and Parker counties. As of Sept. 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. ViewPoint operates 31 banking offices in the Dallas-Fort Worth metropolitan area, including two First National Bank of Jacksboro locations in Jack and Wise counties. Under the terms of the agreement, ViewPoint will issue 7.85 million shares of ViewPoint common stock plus $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. Using Monday’s closing price for ViewPoint stock, the deal is worth about $299 million, including the cash portion. 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 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, LegacyTexas’ executive vice president, will be named executive vice president of ViewPoint. Both Davenport and Shelby will report directly to Hanigan. ViewPoint Financial Group Inc. was advised in this transaction by Sandler O’Neill + Partners LP as financial adviser and Silver, Freedman & Taff LLP as legal counsel. J.P. Morgan Securities LLC served as financial adviser 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. ViewPoint also announced that its existing trading plan with Sandler O’Neill + Partners LP in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, to facilitate repurchases of its common stock has been terminated. The Rule 10b5-1 plan provides that the 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. Prior to termination, 83,800 shares were repurchased during 2013 under the Rule 10b5-1 plan at an average price of $18.55.
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