TUPELO, Miss. and RIDGELAND, Miss., April
20, 2017 /PRNewswire/ -- Renasant Corporation (NASDAQ:
RNST) ("Renasant"), parent company of Renasant Bank, today
announced that it has received all federal bank regulatory
approvals, including approval from the Federal Deposit Insurance
Corporation, necessary to complete the proposed merger of
Metropolitan BancGroup, Inc. ("Metropolitan"), parent company of
Metropolitan Bank, with and into Renasant pursuant to the Agreement
and Plan of Merger dated as of January 17,
2017, by and among Renasant, Renasant Bank, Metropolitan and
Metropolitan Bank.
Subject to the approval by the stockholders of Metropolitan and
the satisfaction of other customary closing conditions contained in
the merger agreement, the merger is expected to be completed in the
third quarter of 2017.
Renasant and
Metropolitan Contacts:
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RNST:
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For Media:
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For Financials:
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John
Oxford
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Kevin
Chapman
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First Vice
President
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Executive Vice
President
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Director of Corp
Communication
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Chief Financial
Officer
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(662)
680-1219
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(662)
680-1450
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joxford@renasant.com
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kchapman@renasant.com
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Met:
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Curt
Gabardi
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President and Chief
Executive Officer
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(601)
499-2927
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cgabardi@metropolitan.bank
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ABOUT RENASANT CORPORATION:
Renasant Corporation is the parent of Renasant Bank, a
113-year-old financial services institution. Renasant has assets of
approximately $8.8 billion and
operates more than 170 banking, mortgage, financial services and
insurance offices in Mississippi,
Tennessee, Alabama, Florida and Georgia.
If the merger with Metropolitan is completed, Renasant is
projected to have assets of approximately $10 billion and will operate more than 170
banking, mortgage, financial services and insurance offices in
Mississippi, Tennessee, Alabama, Georgia and Florida.
ABOUT METROPOLITAN BANCGROUP, INC.:
Metropolitan, founded in 2008, has assets of approximately
$1.2 billion and operates eight
locations in Mississippi and
Tennessee.
Additional Information about the Renasant/Metropolitan
Transaction:
This communication is being made in respect of the proposed
merger transaction involving Renasant and Metropolitan. In
connection with the proposed merger, Renasant filed a registration
statement on Form S-4 with the Securities and Exchange Commission
(the "SEC") on March 17, 2017 that
included a preliminary proxy statement/prospectus, and will file
other relevant documents concerning the proposed merger. The
registration statement on Form S-4 has not yet been declared
effective by the SEC and is subject to revision, some of which may
be significant. This release does not constitute an offer to
sell or the solicitation of an offer to buy any securities.
BEFORE MAKING ANY INVESTMENT DECISION, METROPOLITAN INVESTORS ARE
URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ANY
OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE
PROPOSED MERGER OR INCORPORATED BY REFERENCE IN THE DEFINITIVE
PROXY STATEMENT/PROSPECTUS BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT RENASANT, METROPOLITAN AND THE PROPOSED
MERGER. When available, the definitive proxy
statement/prospectus will be mailed to stockholders of
Metropolitan. Investors will also be able to obtain copies of
the definitive proxy statement/prospectus and other relevant
documents filed by Renasant (when they become available) free of
charge at the SEC's website (www.sec.gov). In addition,
documents filed with the SEC by Renasant will be available free of
charge from Kevin Chapman, Chief
Financial Officer, Renasant Corporation, 209 Troy Street,
Tupelo, Mississippi 38804-4827,
telephone: (662) 680-1450.
"Safe Harbor" Statement Under the Private Securities
Litigation Reform Act of 1995:
This release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of
1995. Congress passed the Private Securities Litigation Act
of 1995 in an effort to encourage companies to provide information
about their anticipated future financial performance. This
act provides a safe harbor for such disclosure, which protects a
company from unwarranted litigation if actual results are different
from management expectations. This release reflects the
current views and estimates of future economic circumstances,
industry conditions, company performance, and financial results of
the management of Renasant and Metropolitan. These
forward-looking statements are subject to a number of factors and
uncertainties which could cause Renasant's, Metropolitan's or the
combined company's actual results and experience to differ from the
anticipated results and expectations expressed in such
forward-looking statements, and such differences may be
material. Forward-looking statements speak only as of the
date they are made, and neither Renasant nor Metropolitan assumes
any duty to update forward-looking statements. In addition to
factors previously disclosed in Renasant's reports filed with the
SEC and those identified elsewhere in this release, these
forward-looking statements include, but are not limited to,
statements about (i) the expected benefits of the transaction
between Renasant and Metropolitan, including future financial and
operating results, cost savings, enhanced revenues and the expected
market position of the combined company that may be realized from
the transaction, and (ii) Renasant's and Metropolitan's plans,
objectives, expectations and intentions and other statements
contained in this release that are not historical facts.
Other statements identified by words such as "expects,"
"anticipates," "intends," "plans," "believes," "seeks,"
"estimates," "targets," "projects" or words of similar meaning
generally are intended to identify forward-looking
statements. These statements are based upon the current
beliefs and expectations of Renasant's and Metropolitan's
management and are inherently subject to significant business,
economic and competitive risks and uncertainties, many of which are
beyond their respective control. In addition, these
forward-looking statements are subject to assumptions with respect
to future business strategies and decisions that are subject to
change. Actual results may differ from those indicated or
implied in the forward-looking statements, and such differences may
be material.
The following risks, among others, could cause actual results to
differ materially from the anticipated results or other
expectations expressed in the forward-looking statements: (1) the
businesses of Renasant and Metropolitan may not be integrated
successfully or the integration may be more difficult,
time-consuming or costly than expected; (2) the expected growth
opportunities or costs savings from the transaction may not be
fully realized or may take longer to realize than expected; (3)
revenues following the transaction may be lower than expected as a
result of losses of customers or other reasons; (4) deposit
attrition, operating costs, customer loss and business disruption
following the transaction, including difficulties in maintaining
relationships with employees, may be greater than expected; (5)
Metropolitan's stockholders may fail to approve the transaction;
(6) reputational risks and the reaction of the companies' customers
to the transaction; (7) diversion of management time on
merger-related issues; (8) changes in asset quality and credit
risk; (9) inflation; (10) the cost and availability of capital;
(11) customer acceptance of the combined company's products and
services; (12) customer borrowing, repayment, investment and
deposit practices; (13) the introduction, withdrawal, success and
timing of business initiatives; (14) the impact, extent, and timing
of technological changes; (15) increased cybersecurity risk,
including potential network breaches, business disruptions or
financial losses; (16) severe catastrophic events in the companies'
geographic area; (17) macroeconomic, geopolitical or other factors
may prevent the growth that the companies expect in the markets in
which they operate; (18) a weakening of the economies in which the
combined company will conduct operations may adversely affect its
operating results; (19) the U.S. legal and regulatory framework,
including those associated with the Dodd-Frank Wall Street Reform
and Consumer Protection Act, could adversely affect the operating
results of the combined company; (20) the interest rate environment
may compress margins and adversely affect net interest income; (21)
competition from other financial services companies in the
companies' markets could adversely affect operations; and (22)
other financial institutions with greater financial resources than
Renasant may be able to develop or acquire products that enable
them to compete more successfully than Renasant. Additional
factors that could cause Renasant's results to differ materially
from those described in the forward-looking statements can be found
in Renasant's reports (such as Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K)
filed with the SEC and available at the SEC's website
(www.sec.gov). All subsequent written and oral
forward-looking statements concerning Renasant, Metropolitan or the
proposed merger or other matters and attributable to Renasant,
Metropolitan or any person acting on either of their behalf are
expressly qualified in their entirety by the cautionary statements
above. Renasant and Metropolitan do not undertake any
obligation to update any forward-looking statement, whether written
or oral, to reflect circumstances or events that occur after the
date the forward-looking statements are made.
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SOURCE Renasant Corporation