LAFAYETTE, La. and NATCHEZ,
Miss., Nov. 5, 2013
/PRNewswire/ -- Home Bancorp, Inc. (NASDAQ: HBCP) ("Home
Bancorp"), the holding company of the 105-year-old Home Bank, and
Britton & Koontz Capital Corporation (OTCQB: BKBK) ("Britton
& Koontz"), the holding company of the 147-year-old Britton
& Koontz Bank, N.A. ("Britton
& Koontz Bank"), jointly
announced today the signing of a definitive agreement under which
Home Bancorp will acquire Britton & Koontz for an aggregate
deal value of $34.5 million.
Under the terms of the agreement, shareholders of Britton &
Koontz will receive $16.14 per share
in cash upon completion of the merger.
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Britton & Koontz currently operates three (3) branches in
Baton Rouge, Louisiana and five
(5) branches in Mississippi. As of September 30, 2013, Britton & Koontz had
assets of $313 million, $175 million in loans and $224 million in deposits. The combined
company will have assets of approximately $1.2 billion, $843
million in loans and $990
million in deposits. Under the terms of the agreement,
Britton & Koontz Bank will be
merged with and into Home Bank promptly following the completion of
the holding company merger.
"This acquisition is a great fit for our company on many
levels," said John W. Bordelon,
President and Chief Executive Officer of Home Bancorp. "First and
foremost is our shared commitment to doing what's best for our
customers. As a result, both companies enjoy deep,
longstanding relationships which have been, and will continue to
be, the key to our success."
"Our company has always focused on serving our shareholders,
customers and communities through a highly professional team of
bankers," said W. Page Ogden,
President and Chief Executive Officer of Britton &
Koontz. "Home Bank shares this focus. We firmly believe
our combined companies will serve and compete even more effectively
than ever before as we partner with one of the strongest community
banks in the country."
"We are incredibly excited to expand into two culturally rich
and historic Mississippi markets,"
added Mr. Bordelon. "The transaction also doubles our
Baton Rouge loan and deposit
base."
The merger agreement was unanimously approved by the boards of
directors of both companies. The transaction is expected to
close in the first quarter of 2014, subject to customary closing
conditions, including regulatory approvals and Britton & Koontz
shareholder approval.
Home Bancorp anticipates this transaction will be accretive to
earnings per share in the first full year of combined operations
and accretive to tangible book value per share within two years of
closing. Following the merger, Home Bank's capital position
is expected to remain one of the strongest in the industry with
leverage and total risk-based capital ratios above 11% and 17%,
respectively. No additional capital will be needed by Home
Bancorp to complete the transaction.
Raymond James & Associates,
Inc. acted as financial advisor to Home Bancorp and Elias, Matz,
Tiernan & Herrick LLP acted as its legal advisor in the
transaction. Chaffe & Associates, Inc. acted as financial
advisor to Britton & Koontz and Phelps
Dunbar, LLP acted as its legal advisor in the
transaction. Mercer Capital Management, Inc. provided a
fairness opinion to Britton & Koontz in the transaction.
About Home Bancorp
Home Bancorp 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 22 full-service banking locations
in the Lafayette, Baton Rouge, New
Orleans and Northshore (of Lake Ponchartrain) regions of
South Louisiana.
About Britton & Koontz
Britton & Koontz was organized as a Mississippi business corporation in
July 1982. Later that year, the
Company became a one-bank holding company registered under the Bank
Holding Company Act of 1956, as amended, when it acquired all of
the issued and outstanding shares of Britton & Koontz Bank, a national banking association
headquartered in Natchez,
Mississippi. Britton & Koontz
Bank, which was charted in 1866, provides commercial and
consumer banking services to customers in Adams and Warren Counties, Mississippi, and East Baton Rouge Parish, Louisiana, and the
adjoining counties and parishes in Mississippi and Louisiana.
This news release contains certain forward‑looking statements
within the meaning of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995, as amended.
Forward‑looking 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." Forward‑looking
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 forward‑looking
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 Annual Reports on Form 10-K and other reports
describe some additional factors which could cause actual
conditions, events or results to differ significantly from those
described in forward-looking statements.
Forward‑looking statements speak only as of the date they are
made. Copies of the Home Bancorp's reports are available in
the Investor Relations section of its website,
www.home24bank.com. We do not undertake to update
forward‑looking statements to reflect circumstances or events that
occur after the date the forward‑looking statements are made or to
reflect the occurrence of unanticipated events.
SOURCE Home Bancorp, Inc.