Aug 30 - Prosperity Bancshares Inc. (NYSE: PB), the parent company of Prosperity Bank, has announced the signing of a definitive merger agreement with F&M Bancorporation Inc., the parent holding company of The F&M Bank & Trust Company, headquartered in Tulsa, Okla., whereby Prosperity will acquire FMBC and F&M Bank. Prosperity has completed six merger transactions in the last two years and currently has one transaction pending, which was announced on July 1, 2013.
F&M Bank operates 13 banking offices; 10 in Tulsa, Okla., and surrounding areas and three in Dallas, Texas. As of June 30, 2013, FMBC, on a consolidated basis, reported total assets of $2.4 billion, total loans of $1.9 billion and total deposits of $2.2 billion.
Under the terms of the definitive agreement, Prosperity will issue 3,298,246 shares of Prosperity common stock plus $47.0 million in cash for all outstanding shares FMBC capital stock, subject to certain conditions and potential adjustments.
Anthony Davis, chairman and CEO of FMBC, will serve the combined entity as chairman – Tulsa Area and Turtle Creek Banking Center and will be responsible for the day-to-day operations and management of all Tulsa locations and the former F&M Bank Turtle Creek location in Dallas.
Eric Davis, president of FMBC, will serve as vice chairman – Tulsa Area and Turtle Creek Banking Center and will have management responsibilities for Prosperity's Tulsa Area and the Turtle Creek location.
Jeff Pickryl, president of F&M Bank, will become president– Tulsa Area and Turtle Creek Banking Center, and will be responsible for lending in the Tulsa Area and for the lenders at the Turtle Creek location.
"I am very excited to be able to announce the merger of F&M Bancorporation Inc. with Prosperity," stated David Zalman, chairman and CEO of Prosperity. "We have known Tony and Eric for over 10 years and hoped that a day would come when we would become partners. F&M Bank has a rich background, with over 68 years of banking history in the Tulsa market. Tony Davis, Eric Davis and Jeff Pickryl have extensive experience in both the Tulsa and Dallas markets and we are excited that they and their team will be joining us to continue to build and grow our company in the those vibrant markets. F&M Bank has an attractive core deposit base and a focus in Commercial and Industrial lending. F&M Bank, like Prosperity, has high-touch customer service with strong customer relationships and community involvement. Our combined companies, together with our recent merger with Coppermark Bank in Oklahoma City, will have the 7th largest deposit market share in Oklahoma."
"We are delighted to be joining the Prosperity organization, one with a similarly rich history and core values like ours," commented Tony Davis, chairman and CEO of FMBC. We are proud of our nearly 70-year history of serving clients in our communities, and thank all of our F&M colleagues for building a strong commercially focused community bank. The combination created by our two companies will enable us to better serve our clients through an expanded suite of products and services coupled with exceptional customer service."
"Joining Prosperity will accelerate and augment our ability to meet the expanding needs of our customers while maintaining strong commitments to the markets we serve," added Eric Davis, president of FMBC. "We look forward to partnering with David and the entire Prosperity team as we enter the next phase of our combined organizations."
The merger has been unanimously approved by the boards of directors of both companies and is expected to close during the first quarter of 2014, although delays may occur. The transaction is subject to certain conditions, including the approval by FMBC's shareholders and customary regulatory approvals. Operational integration is anticipated to begin during the second quarter of 2014.
Prosperity Bancshares Inc.
Prosperity Bancshares Inc. is a Houston, Texas-based regional financial holding company, formed in 1983 with $16.3 billion in assets. Operating under a community banking philosophy and seeking 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 www.prosperitybankusa.com, Retail Brokerage Services, MasterMoney Debit Cards, Credit Cards, 24 hour voice response banking, Trust and Wealth Management and Mobile Banking. Prosperity currently operates 219 full-service banking locations; 58 in the Houston area; 20 in the South Texas area including Corpus Christi and Victoria; 35 in the Dallas/Fort Worth area; 22 in the East Texas area; 34 in the Central Texas area including Austin and San Antonio; 34 in the West Texas area including Lubbock, Midland/Odessa and Abilene; 10 in the Bryan/College Station area; and six in the Central Oklahoma area.