Allegiance Bancshares Announces Merger With Post Oak Bancshares

4/30/18

HOUSTON, April 30, 2018 (GLOBE NEWSWIRE) -- Allegiance Bancshares, Inc. (NASDAQ:ABTX) (“Allegiance”), the holding company of Allegiance Bank, today announced the signing of a definitive merger agreement with Post Oak Bancshares, Inc. (“Post Oak”), the holding company of Post Oak Bank, N.A., whereby Post Oak will be merged with and into Allegiance.

Post Oak Bank, N.A. operates thirteen (13) banking locations: twelve (12) located throughout the greater Houston MSA and one in Beaumont, just outside of Houston. As of March 31, 2018, Post Oak, on a consolidated basis, reported total assets of $1.43 billion, total loans of $1.15 billion and total deposits of $1.24 billion.

Under the terms of the definitive agreement, Allegiance will issue 0.7017 shares of Allegiance common stock for each outstanding share of, and option to purchase a share of, Post Oak capital stock, subject to certain conditions and potential adjustments.

"We are excited about the opportunity to become partners with Post Oak, an exceptional institution that, like Allegiance, prides itself on being a strong community bank,” said George Martinez, Chairman and Chief Executive Officer of Allegiance. “I have admired the leadership and growth that the entire Post Oak organization has achieved, and I am elated that we will soon be on the same team. Post Oak’s success can be attributed to its experienced financial services professionals and the culture they have created. We believe our banks will fit together nicely and are thrilled for our respective customers, bankers and shareholders to realize the near and long-term benefits and value creation opportunities this combination provides. With this merger, we will surpass $4 billion in total assets, which we believe will allow us to gain valuable scale. The combined company will be well-positioned to take advantage of organic and strategic growth opportunities that will further enhance shareholder value as Houston’s largest community bank. We all look forward to this new partnership – both for the positive impact it will have on the combined customer and associate base, and also the contributions it will make to the communities our combined company will serve,” concluded Martinez.

Roland Williams, President, Chairman and Chief Executive Officer of Post Oak, added, “We are pleased to be joining with an organization that so strongly complements and builds upon Post Oak’s established tradition of customer, employee and community focus. Both we and Allegiance are committed to the idea that Houston deserves an impactful financial services institution with significant scale that operates with the culture of a community bank with local decision making led by banking professionals who are experienced and established in the Houston market. Combining these two great community banks will enable us to expand on what each of the banks has created in the Houston market. We are excited about the future growth opportunities as we continue this tradition with Allegiance,” commented Williams.

Upon completion of the transaction, Roland Williams will serve as Executive Vice Chairman of Allegiance Bank.

The merger has been unanimously approved by the boards of directors of both companies and is expected to close during the fourth quarter of 2018, although delays may occur. The transaction is subject to certain conditions, including the approval by Allegiance and Post Oak shareholders and customary regulatory approvals.

Post Oak was advised in this transaction by Performance Trust Capital Partners, LLC as financial advisor and Fenimore Kay Harrison & Ford LLP as legal counsel. Bracewell LLP was legal counsel to Allegiance and Raymond James & Associates, Inc. issued a fairness opinion to Allegiance’s board of directors.

In addition to the information contained within this announcement, an Investor Presentation has been posted on Allegiance’s website (www.allegiancebank.com) containing additional information regarding this transaction.

About Allegiance Bancshares, Inc.

Allegiance is a $2.89 billion asset Houston, Texas-based bank holding company. Through its wholly owned subsidiary, Allegiance Bank, Allegiance provides a diversified range of commercial banking services primarily to Houston metropolitan area-based small to medium sized businesses and individual customers. Allegiance’s super-community banking strategy was designed to foster strong customer relationships while benefiting from a platform and scale that is competitive with larger local and regional banks. Allegiance Bank operates 16 full-service banking locations and one loan production office in the Houston metropolitan area. Visit www.allegiancebank.com for more information.

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