JACKSON, Miss. & MOBILE, Ala.--(BUSINESS WIRE)--
Trustmark Corporation (NASDAQ: TRMK) (“Trustmark”) and BancTrust
Financial Group, Inc. (NASDAQ: BTFG) (“BancTrust”) announced today the
signing of a definitive agreement pursuant to which BancTrust will merge
into Trustmark. BancTrust has 49 offices throughout Alabama and the
Florida Panhandle with $1.3 billion in loans and $1.8 billion in
deposits as of March 31, 2012.
Under the terms of the definitive agreement, which has been approved
unanimously by the Boards of Directors of both companies, holders of
BancTrust common stock will receive 0.125 shares of Trustmark common
stock for each share of BancTrust common stock in a tax-free exchange.
Trustmark will issue approximately 2,245,923 shares of its common stock
for all issued and outstanding shares of BancTrust common stock. Based
upon a price of $24.66 per share of Trustmark common stock, the
transaction is valued at approximately $55.4 million, or $3.08 per share
of BancTrust common stock. Trustmark intends to repurchase the $50.0
million of BancTrust preferred stock and associated warrant issued to
the U. S. Department of Treasury under the Capital Purchase Program.
Daniel A. Grafton, Chairman of Trustmark, said, “BancTrust is a
respected financial institution with long-standing customer
relationships. This transaction provides an excellent opportunity for
Trustmark to enhance its franchise by expanding into attractive Alabama
markets, including Mobile and Montgomery, as well as increase scale in
our existing Florida Panhandle markets.”
Gerard R. Host, President and Chief Executive Officer of Trustmark,
commented, “This is a strategic opportunity that will be meaningfully
accretive to Trustmark’s earnings per share in 2013 and beyond. We have
completed extensive due diligence, including multiple reviews of
BancTrust’s loan portfolio and significant real estate collateral. We
understand the inherent credit risk of the portfolio, and we have a
proven record of managing real estate related assets in a challenging
economic environment. Trustmark’s pro forma capital will continue to
significantly exceed “well-capitalized” levels, providing capacity for
loan growth in an improving economy.”
W. Bibb Lamar, Jr., President and Chief Executive Officer of BancTrust,
stated, “We are delighted to become a part of the Trustmark organization
and believe that the combination created by our two companies will
enable us to better serve our customers through a broader array of
products and services. Trustmark’s reputation, financial strength and
capabilities will enhance our ability to meet the expanding needs of our
customers. Our shareholders will be receiving shares of a very strong,
successful banking company.”
The transaction is expected to close during the fourth quarter of 2012
and is subject to approval by regulatory authorities and BancTrust’s
shareholders, as well as certain other customary closing conditions.
Trustmark was advised by the investment banking firm Sandler O’Neill +
Partners, L.P., as well as the law firm Wachtell, Lipton, Rosen & Katz.
BancTrust was advised by the investment banking firm Keefe, Bruyette &
Woods, Inc., and the law firms Hand Arendall and DLA Piper LLP (US).
ADDITIONAL INFORMATION
Additional information regarding this transaction is available on the
investor relations section of Trustmark’s website at www.trustmark.com.
Trustmark and BancTrust executives will conduct a conference call with
analysts on Tuesday, May 29, 2012, at 9:00 a.m. Central Time to discuss
this announcement. Interested parties may listen to the conference call
by dialing (877) 883-0383, pass code 1701266 or by clicking on the link
provided under the Investor Relations section of Trustmark’s website at www.trustmark.com.
A replay of the conference call will also be available through June 14,
2012 in archived format at the same web address or by calling (877)
344-7529, pass code 10014734. Additional material information regarding
this announcement is also available in a presentation on the investor
relations section of Trustmark’s website at www.trustmark.com.
Trustmark is a financial services company providing banking and
financial solutions through over 170 offices in Florida, Mississippi,
Tennessee and Texas.
BancTrust Financial Group, Inc. is a registered bank holding company
headquartered in Mobile, Alabama, and provides an array of traditional
financial services through 40 bank offices in the southern two thirds
of Alabama and nine bank offices in northwest Florida.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any
vote or approval nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any
such jurisdiction. In connection with the proposed merger between
Trustmark and BancTrust, Trustmark will file with the Securities and
Exchange Commission (the “SEC”) a Registration Statement on Form S-4
that will include a proxy statement of BancTrust and a prospectus of
Trustmark. BancTrust shareholders are urged to read the proxy
statement/prospectus regarding the proposed transaction when it becomes
available, as well as other documents filed with the SEC, because they
will contain important information. You will be able to obtain a copy of
the proxy statement/prospectus, as well as other filings containing
information about Trustmark and BancTrust, without charge, at the SEC’s
website (www.sec.gov).
You may also obtain copies of all documents filed with the SEC, without
charge, by directing a request to F. Joseph Rein, Jr., Trustmark
Corporation, 248 East Capitol Street, Suite 310, Jackson, Mississippi
39201, telephone 601-208-6898 or F. Michael Johnson,
BancTrust Financial Group, Inc., 107 St. Francis Street, P.O. Box 3067,
Mobile, Alabama 36602, telephone 251-431-7813.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. You can
identify forward-looking statements by words such as “may,” “hope,”
“will,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,”
“estimate,” “predict,” “potential,” “continue,” “could,” “future” or the
negative of those terms or other words of similar meaning. You should
read statements that contain these words carefully because they discuss
our future expectations or state other “forward-looking” information.
These forward-looking statements involve a number of risks and
uncertainties. Trustmark and BancTrust caution readers that any
forward-looking statement is not a guarantee of future performance and
that actual results could differ materially from those contained in the
forward-looking statement. Such forward-looking statements include, but
are not limited to, statements about the benefits of the proposed merger
involving Trustmark and BancTrust, Trustmark’s and BancTrust’s plans,
objectives, expectations and intentions, the expected timing of
completion of the transaction, and other statements that are not
historical facts. Important factors that could cause actual results to
differ materially from those indicated by such forward-looking
statements are set forth in Trustmark’s and BancTrust’s filings with the
SEC. These include risks and uncertainties relating to: the ability to
obtain the requisite BancTrust shareholder approval; the risk that
Trustmark or BancTrust may be unable to obtain governmental and
regulatory approvals required for the merger, or required governmental
and regulatory approvals may delay the merger or result in the
imposition of conditions that could cause the parties to abandon the
merger; the risk that a condition to closing of the merger may not be
satisfied; the timing to consummate the proposed merger; the risk that
the businesses will not be integrated successfully; the risk that the
cost savings and any other synergies from the transaction may not be
fully realized or may take longer to realize than expected; disruption
from the transaction making it more difficult to maintain relationships
with customers, employees or suppliers; the diversion of management time
on merger-related issues; general worldwide economic conditions and
related uncertainties; the effect of changes in governmental
regulations; and other factors discussed or referred to in the “Risk
Factors” section of each of Trustmark’s and BancTrust’s most recent
Annual Report on Form 10-K filed with the SEC. Each forward-looking
statement speaks only as of the date of the particular statement and
neither Trustmark nor BancTrust undertakes any obligation to publicly
update any forward-looking statement, whether as a result of new
information, future events or otherwise.
PARTICIPANTS IN THE MERGER SOLICITATION
Trustmark, BancTrust and their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies
from BancTrust shareholders in connection with the proposed transaction.
Information about Trustmark’s directors and executive officers is set
forth in its proxy statement for its 2012 Annual Meeting of
Stockholders, which was filed with the SEC on March 30, 2012, and its
Annual Report on Form 10-K for the year ended December 31, 2011, filed
on February 27, 2012. These documents are available free of charge at
the SEC’s website at www.sec.gov,
or by going to Trustmark’s Investor Relations page on its corporate
website at www.trustmark.com.
Information about BancTrust’s directors and executive officers is set
forth in its proxy statement for its 2011 Annual Meeting of
Stockholders, which was filed with the SEC on April 12, 2011, and its
Annual Report on Form 10-K for the year ended December 31, 2011, filed
on April 12, 2012, as amended on April 27, 2012. These documents are
available free of charge at the SEC’s website at www.sec.gov,
or by going to BancTrust’s Investor Relations page on its corporate
website at www.banktrustonline.com.
Additional information regarding the interests of participants in the
solicitation of proxies in connection with the transaction will be
included in the proxy statement/prospectus that Trustmark intends to
file with the SEC.
Trustmark Investor Contacts:
Louis E. Greer, 601-208-2310
Chief
Financial Officer
Treasurer and
Principal Financial Officer
or
F.
Joseph Rein, Jr., 601-208-6898
Senior Vice President
or
BancTrust
Investor Contact:
F. Michael Johnson, 251-431-7813
Chief
Financial Officer
or
Trustmark Media Contact:
Melanie
A. Morgan, 601-208-2979
Senior Vice President
or
BancTrust
Media Contact:
Rebecca S. Minto, 251-431-7875
Senior Vice
President
Source: Trustmark Corporation