LAFAYETTE, La. and METAIRIE, La., March
30, 2011 /PRNewswire/ -- Home Bancorp, Inc. (Nasdaq: HBCP),
the holding company of the 102-year-old Home Bank
(www.home24bank.com) and GS Financial Corp. (Nasdaq: GSLA), the
holding company of the 74-year-old Guaranty Savings Bank,
announced that they have entered into a definitive agreement for
Guaranty Savings Bank to merge into Home Bank in a cash
transaction. The merger was unanimously approved by both
companies' boards of directors. The holding companies for
each bank will also merge. Under the terms of the agreement,
shareholders of GS Financial will receive $21.00 per share in cash upon completion of the
merger. The combined company will have total assets of
approximately $950 million,
$625 million in loans and
$750 million in deposits.
"Guaranty's deep relationships with its customers and excellent
branch locations provide the ideal setting for Home Bank's
expansion into Orleans and
Jefferson Parishes," said John W.
Bordelon, President and Chief Executive Officer of Home
Bancorp and Home Bank. "There's new energy and opportunity in
the greater New Orleans area, and
Home Bank plans to be a key contributor in the resurgence of the
region."
"Our customers expect the very best service in Louisiana banking," said Stephen E. Wessel, President of Guaranty Savings
Bank. "Home Bank's reputation for outstanding service and
products makes this a perfect partnership. We will now be
able to serve our customers even more effectively due to Home
Bank's geographic reach and product offerings."
"This transaction is consistent with our goal of growing our
company along Louisiana's
I-10/I-12 corridor," added Mr. Bordelon. "The markets along
this corridor have demonstrated their resiliency and are positioned
to prosper well into the future."
The merger, which is expected to be completed in the third
quarter of 2011, is subject to GS Financial Corp. shareholder
approval, regulatory approval and other customary conditions.
Home Bancorp expects to realize cost savings of approximately
$1.5 million on a pre-tax basis, and
anticipates that the transaction will be over 10% accretive to
earnings, once savings are fully phased in by 2012. The
dilution to tangible book value is expected to be minimal.
Merger-related expenses are expected to total approximately
$2.5 million on a pre-tax basis.
Following the merger, Home Bank's capital position is
expected to remain one of the strongest in the industry with total
risk-based capital near 19%. No additional capital is needed
to complete the transaction.
Home Bancorp was advised in the transaction by Sandler O'Neill +
Partners, L.P. and Fishman Haygood Phelps
Walmsley Willis & Swanson, L.L.P. GS Financial was
advised by FIG Partners LLC and Elias, Matz, Tiernan & Herrick
LLP.
About Home Bancorp, Inc.
Home Bancorp, Inc. is a Louisiana corporation that became the holding
company for Home Bank in October 2008
upon Home Bank's mutual to stock conversion. Home Bank is a
federally chartered, community-oriented savings bank which was
originally organized in 1908 and is headquartered in Lafayette, Louisiana. Home Bank
currently conducts business from 18 full-service banking locations
and one loan production office in the Lafayette, Baton
Rouge and Northshore (of Lake Ponchartrain) regions of south
Louisiana.
About GS Financial Corp.
GS Financial Corp. was incorporated under Louisiana law on December 24, 1996 and registered with the Office
of Thrift Supervision as a savings and loan holding
company. GS Financial Corp. commenced operations on
April 1, 1997 as the parent of
Guaranty Savings Bank, which until June
2006 was known as Guaranty Savings and Homestead Association
and has been in continuous operation in the greater New Orleans area since
1937. Guaranty Savings Bank is a federally chartered
savings bank. Guaranty Savings Bank engages in community
banking, serving a market area that covers the southeast corner of
Louisiana through five branch offices and one mortgage loan
production office.
GS Financial will be filing a proxy statement and other relevant
documents concerning the merger with the United States Securities
and Exchange Commission (the "SEC"). WE URGE INVESTORS TO
READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE AND ANY OTHER
DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE MERGER OR
INCORPORATED BY REFERENCE IN THE PROXY STATEMENT BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.
Investors will be able to obtain these documents free of charge
at the SEC's Web site (www.sec.gov). In addition, documents
filed with the SEC by GS Financial will be available free of charge
from Stephen F. Theriot, Chief
Financial Officer, at (504) 883-5528.
GS Financial and its directors, executive officers and certain
other members of management and employees may be deemed
"participants" in the solicitation of proxies from shareholders of
GS Financial in favor of the merger. Information regarding
the persons who may, under the rules of the SEC, be considered
participants in the solicitation of the shareholders of GS
Financial in connection with the proposed merger will be set forth
in the proxy statement when it is filed with the SEC. You can
find information about GS Financial's executive officers and
directors in its Annual Report on Form 10-K for the year ended
December 31, 2009 and in its
definitive proxy statement filed with the SEC on March 25, 2010.
This news release contains certain forwardlooking
statements within the meaning of the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995, as amended.
Forwardlooking statements do not relate strictly to
historical or current facts. Forward-looking statements
reflect management's current views and estimates of future economic
circumstances, industry conditions, company performance and
financial results. They often include the words "believe,"
"expect," "anticipate," "intend," "plan," "estimate" or words of
similar meaning, or future or conditional verbs such as "will,"
"would," "should," "could" or "may." Forwardlooking
statements, by their nature, are subject to risks and
uncertainties. A number of factors many of which are
beyond our control could cause actual conditions, events or
results to differ significantly from those described in the
forwardlooking statements. Forward-looking statements
regarding the transaction are based upon currently available
information.
Actual results could differ materially from those indicated
in forward-looking statements. Among other factors, actual
results may differ from those described in forward-looking
statements due to: the possibility that the proposed
transaction does not close when expected or at all because required
regulatory, shareholder or other approvals and other conditions to
closing are not received or satisfied on a timely basis or at all;
the terms of the proposed transaction may need to be modified to
obtain such approvals or satisfy such conditions; the anticipated
benefits from the proposed transaction are not realized in the time
frame anticipated or at all as a result of changes in general
economic and market conditions, interest rates, laws and
regulations and their enforcement, and the degree of competition in
our markets; the ability to promptly and effectively integrate the
businesses of the companies; the reaction of the companies'
customers to the transaction; diversion of management time on
merger-related issues; changes in asset quality and credit risk;
the inability to sustain revenue and earnings; and competitive
conditions.
Home Bancorp's and GS Financial's Annual Reports on Form 10-K
and other reports filed with the SEC describe some additional
factors which could cause actual conditions, events or results to
differ significantly from those described in forward-looking
statements.
Forwardlooking statements speak only as of the date
they are made. Copies of the companies' reports filed with
the SEC are available in the Investor Relations section of the
companies' websites, www.home24bank.com and
www.gsfinancialcorp.com. We do not undertake to
update forwardlooking statements to reflect circumstances or
events that occur after the date the forwardlooking
statements are made or to reflect the occurrence of unanticipated
events.
SOURCE Home Bancorp, Inc.; GS Financial Corp.