Transaction expands Trustmark’s franchise in vibrant Huntsville market
Trustmark Corporation (NASDAQ:TRMK) (“Trustmark”) and RB Bancorporation
announced today the signing of a definitive agreement pursuant to which
RB Bancorporation would merge into Trustmark. RB Bancorporation, with
assets of $210 million, is the holding company for Reliance Bank, which
has seven offices serving the Huntsville, Alabama MSA.
Under the terms of the definitive agreement, which has been approved
unanimously by the Boards of Directors of both companies, holders of RB
Bancorporation common stock will receive $22.00 in cash for each share
of RB Bancorporation; the aggregate value of the transaction is
approximately $25.6 million. The transaction, which is subject to
satisfaction of customary closing conditions, including the approval of
RB Bancorporation shareholders and regulatory authorities, is expected
to be completed in the first half of 2017. RB Bancorporation’s bank
subsidiary, Reliance Bank, will merge into Trustmark National Bank
simultaneously with the merger of the respective parent companies.
Gerard R. Host, President and Chief Executive Officer of Trustmark,
commented, “We are excited to further expand our Alabama franchise in
Athens and the surrounding Huntsville area, which is among the most
attractive metropolitan areas in the Southeast. Reliance Bank’s
management team possesses in-depth knowledge of the Huntsville market
and is committed to customer satisfaction. In addition to their solid
customer base and attractive Huntsville market, the transaction is a
natural expansion of our Alabama franchise.”
Robert F. Harwell, Jr., President and Chief Executive Officer of RB
Bancorporation and Reliance Bank, stated, “We are pleased to partner
with an organization that has a long and distinguished history of
leadership in community banking and shares our customer focus. We look
forward to joining Trustmark and providing our customers additional
financial solutions to meet their specific needs.”
Brunini, Grantham, Grower & Hewes, PLLC served as Trustmark’s legal
advisor. SEACAP Financial, Inc. acted as financial advisor and Balch &
Bingham LLP served as legal advisor to RB Bancorporation.
Additional Information
Trustmark Corporation is the parent company of Trustmark National Bank,
a financial services company providing banking and financial solutions
through 194 offices in Alabama, Florida, Mississippi, Tennessee and
Texas.
RB Bancorporation is the parent company of Reliance Bank, which has
seven offices serving the Huntsville, Alabama MSA.
Forward-Looking Statements
Certain statements contained in this document constitute 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 include,
but are not limited to, statements relating to anticipated future
operating and financial performance measures, including net interest
margin, credit quality, business initiatives, growth opportunities and
growth rates, among other things, and encompass any estimate,
prediction, expectation, projection, opinion, anticipation, outlook or
statement of belief included therein as well as the management
assumptions underlying these forward-looking statements. You should be
aware that the occurrence of the events described under the caption
“Risk Factors” in Trustmark’s filings with the Securities and Exchange
Commission could have an adverse effect on our business, results of
operations and financial condition. Should one or more of these risks
materialize, or should any such underlying assumptions prove to be
significantly different, actual results may vary significantly from
those anticipated, estimated, projected or expected.
Risks that could cause actual results to differ materially from current
expectations of Management include, but are not limited to, changes in
the level of nonperforming assets and charge-offs, local, state and
national economic and market conditions, including conditions in the
housing and real estate markets in the regions in which Trustmark
operates and the extent and duration of the current volatility in the
credit and financial markets as well as crude oil prices, changes in our
ability to measure the fair value of assets in our portfolio, material
changes in the level and/or volatility of market interest rates, the
performance and demand for the products and services we offer, including
the level and timing of withdrawals from our deposit accounts, the costs
and effects of litigation and of unexpected or adverse outcomes in such
litigation, our ability to attract noninterest-bearing deposits and
other low-cost funds, competition in loan and deposit pricing, as well
as the entry of new competitors into our markets through de novo
expansion and acquisitions, economic conditions, including the potential
impact of issues relating to the European financial system and monetary
and other governmental actions designed to address the level and
volatility of interest rates and the volatility of securities, currency
and other markets, the enactment of legislation and changes in existing
regulations or enforcement practices or the adoption of new regulations,
changes in accounting standards and practices, including changes in the
interpretation of existing standards, that affect our consolidated
financial statements, changes in consumer spending, borrowings and
savings habits, technological changes, changes in the financial
performance or condition of our borrowers, changes in our ability to
control expenses, changes in our compensation and benefit plans,
including those associated with the planned termination of our
noncontributory tax-qualified defined benefit pension plan, greater than
expected costs or difficulties related to the integration of
acquisitions or new products and lines of business, cyber-attacks and
other breaches which could affect our information system security,
natural disasters, environmental disasters, acts of war or terrorism,
and other risks described in our filings with the Securities and
Exchange Commission.
Although we believe that the expectations reflected in such
forward-looking statements are reasonable, we can give no assurance that
such expectations will prove to be correct. Except as required by law,
we undertake no obligation to update or revise any of this information,
whether as the result of new information, future events or developments
or otherwise.
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