HOUSTON, Dec. 9, 2011 /PRNewswire/ -- Prosperity
Bancshares, Inc.® (NasdaqGS: PRSP) announced today the
signing of a definitive agreement to acquire East Texas Financial
Services, Inc. (OTC BB: FFBT) and its wholly-owned subsidiary,
First Federal Bank Texas ("Firstbank").
East Texas Financial Services operates four (4) banking offices
in the Tyler MSA, including three (3) locations in Tyler, Texas and one (1) location in
Gilmer, Texas. As of September 30, 2011, East Texas Financial Services
reported total assets of $210.6
million, total loans of $161.2
million and total deposits of $121.2
million.
Under the terms of the definitive agreement, Prosperity will
issue 531,000 shares of Prosperity common stock for all outstanding
shares of East Texas Financial Services capital stock, subject to
certain conditions and potential adjustments.
"We are excited about expanding our presence in the Tyler market," commented David Zalman, Chairman and Chief Executive
Officer of Prosperity. "The customers of Firstbank will
continue to experience the same level of personalized customer
service they are accustomed to and can take advantage of our
continued expansion in East Texas. Following the merger,
Prosperity will have twenty-three (23) banking centers across
East Texas."
East Texas Financial Services engaged in a year-long effort to
explore strategic alternatives, during which time it entertained
offers from several potential merger partners. East Texas
Financial Services ultimately decided to partner with Prosperity
because of Prosperity's strong balance sheet, its compelling record
of performance and customer service, and its proven track record of
closing and integrating transactions and receiving necessary
approvals.
"We are excited about the opportunity for our customers and
stockholders to partner with a strong bank like Prosperity," said
Derrell W. Chapman, CPA, President
and CEO of East Texas Financial Services. "We completed a
thorough process and we are confident we reached a deal that is in
the best interest of our stockholders and one that will receive all
necessary regulatory approvals."
The merger has been approved by the Boards of Directors of both
companies and is expected to close during the first half of 2012,
although delays may occur. The transaction is subject to
certain conditions, including the approval by East Texas Financial
Services' shareholders and customary regulatory approvals.
Operational integration is anticipated to begin during the second
quarter of 2012.
East Texas Financial Services was advised in this transaction by
Commerce Street Capital, LLC as financial advisor and Silver,
Freedman & Taff, LLP as legal counsel. Bracewell & Guiliani
LLP was legal counsel to Prosperity Bancshares, Inc.
Prosperity Bancshares, Inc.®
Prosperity Bancshares, Inc.®, a $9.6
billion Houston, Texas
based regional financial holding company, formed in 1983, operates
under a community banking philosophy and seeks to develop broad
customer relationships based on service and convenience. Prosperity
offers a variety of traditional loan and deposit products to its
customers, which consist primarily of small and medium sized
businesses and consumers. In addition to established banking
products, Prosperity offers a complete line of services including:
Internet Banking services at http://www.prosperitybanktx.com,
Retail Brokerage Services, MasterMoney Debit Cards, and 24 hour
voice response banking. Prosperity currently operates one hundred
seventy five (175) full service banking locations; sixty (60) in
the Houston area; twenty (20) in
the South Texas area including
Corpus Christi and Victoria; thirty-one (31) in the Dallas/Fort Worth area; twenty-one (21) in the
East Texas area; thirty-three (33)
in the Central Texas area
including Austin and San Antonio; and ten (10) in the Bryan/College Station area.
In connection with the proposed merger of East Texas Financial
Services into Prosperity, Prosperity will file with the Securities
and Exchange Commission a registration statement on Form S-4 to
register the shares of Prosperity's common stock to be issued to
the stockholders of East Texas Financial Services. The
registration statement will include a proxy statement/prospectus
which will be sent to the stockholders of East Texas Financial
Services seeking their approval of the proposed transaction.
WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION
STATEMENT ON FORM S-4, THE PROXY STATEMENT/PROSPECTUS INCLUDED
WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER
RELEVANT DOCUMENTS TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION IN CONNECTION WITH THE PROPOSED TRANSACTION BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT PROSPERITY, TEXAS BANKERS AND THE PROPOSED
TRANSACTION.
Investors and security holders may obtain free copies of these
documents through the website maintained by the Securities and
Exchange Commission at http://www.sec.gov. Documents filed
with the SEC by Prosperity will be available free of charge by
directing a request by telephone or mail to Prosperity Bancshares,
Inc., Prosperity Bank Plaza, 4295 San Felipe, Houston, Texas 77027 Attn: Investor Relations.
Prosperity's telephone number is (281) 269-7199.
"Safe Harbor" Statement under the Private Securities
Litigation Reform Act of 1995: This release contains
forward-looking statements within the meaning of the securities
laws that are based on current expectations, assumptions, estimates
and projections about Prosperity and its subsidiaries. These
forward-looking statements are not guarantees of future performance
and are subject to risks and uncertainties, many of which are
outside of Prosperity's control, that may cause actual results to
differ materially from those expressed or implied by the
forward-looking statements. These risks and uncertainties
include but are not limited to whether Prosperity can: successfully
identify acquisition targets and integrate the businesses of
acquired companies and banks; continue to sustain its current
internal growth rate or total growth rate; provide products and
services that appeal to its customers; continue to have access to
debt and equity capital markets; and achieve its sales
objectives. Other risks include, but are not limited to: the
possibility that credit quality could deteriorate; actions of
competitors; changes in laws and regulations (including changes in
governmental interpretations of regulations and changes in
accounting standards); a deterioration or downgrade in the credit
quality and credit agency ratings of the securities in Prosperity's
securities portfolio; customer and consumer demand, including
customer and consumer response to marketing; effectiveness of
spending, investments or programs; fluctuations in the cost and
availability of supply chain resources; economic conditions,
including currency rate fluctuations and interest rate
fluctuations; weather; and the stock price volatility associated
with "small-cap" companies. These and various other factors
are discussed in Prosperity's Annual Report on Form 10-K for the
year ended December 31, 2010 and
other reports and statements Prosperity has filed with the SEC.
Copies of the SEC filings for Prosperity Bancshares® may be
downloaded from the Internet at no charge from
www.prosperitybanktx.com.
SOURCE Prosperity Bancshares, Inc.; East Texas Financial
Services, Inc.
