Texas Regional Bancshares, Inc. Announces Merger Agreement
2006年6月13日 - 2:57AM
PRニュース・ワイアー (英語)
MCALLEN, Texas, June 12 /PRNewswire-FirstCall/ -- Texas Regional
Bancshares, Inc. (NASDAQ:TRBS) (Texas Regional or the Company),
bank holding company for Texas State Bank, today announced that it
has signed a definitive merger agreement with Banco Bilbao Vizcaya
Argentaria, S.A. (BBVA). Under the terms of the agreement, Texas
Regional will become a wholly-owned subsidiary of BBVA, which
operates in 32 countries, is based in Spain and has substantial
banking interests in the Americas. The acquisition of Texas
Regional represents a substantial step forward in its expansion
into Texas, following its acquisition of Laredo National Bank in
2005. Under the terms of the definitive agreement, the all cash
transaction is valued at over $2.16 billion, based upon a purchase
price of $38.90 per share of Texas Regional common stock. Texas
Regional shareholders may be entitled to receive a special dividend
up to $0.10 per share based upon the resolution of a large
nonperforming loan relationship prior to closing the transaction.
Following the merger, Texas Regional will become part of BBVA's US
Retail Banking unit and will be BBVA's largest bank in the Texas
market. Texas State Bank will continue its current operations under
its existing management team. Glen E. Roney, Chairman of the Board
and Chief Executive Officer of Texas Regional, said, "Because of
this transaction, our shareholders will enjoy a substantial premium
over the market value of our Company's shares in a transaction that
we believe obtains for them the best value attainable. In addition,
we believe that by partnering with BBVA, our customers will enjoy
the best of both worlds: they will continue to receive the same
personal service and attention from the bank officers and staff
that they have come to know at Texas State Bank, and at the same
time will enjoy a broader array of financial products and
services." Jose Maria Garcia (BBVA USA CEO), added, "The
acquisition of Texas State Bank represents a significant step in
the execution of BBVA's US strategy, which we began in 2004. We are
very excited about this transaction which gives us a strong
position in several important markets in Texas that are key to the
growth of BBVA USA. We count on Texas State Bank continuing its
tradition of strong customer service and we will work together to
expand its product offerings and build on its impressive record of
growth. Profitable growth is, of course, a key element of BBVA's
strategy, today and in the future. Value creation is our most
important commitment with our shareholders." The Board of Directors
of Texas Regional and the relevant corporate bodies of BBVA have
approved the merger. In addition, two of Texas Regional's senior
executive officers, Messrs. Glen E. Roney and Paul S. Moxley, and a
Texas Regional director, Mr. Thomas Walter Umphrey, have entered
into voting agreements with BBVA whereby they each agree to vote
their shares of Texas Regional common stock in favor of the merger.
The merger is subject to the approval of Texas Regional's
shareholders and regulatory approval in both the United States and
Spain. It is expected to close during the fourth quarter of 2006.
Texas Regional's financial advisor for this transaction is Keefe,
Bruyette & Woods. William A. Rogers, Jr. of Rogers &
Whitley, LLP serves as Texas Regional's lead counsel in the
transaction. ABOUT TEXAS REGIONAL Texas Regional is a McAllen-based
bank holding company whose stock trades on The NASDAQ Stock
Market(R) under the symbol TRBS. Texas State Bank, its wholly owned
subsidiary, conducts commercial banking business through over 70
banking centers across Texas primarily located in the metropolitan
areas of Beaumont-Port Arthur, Brownsville-Harlingen-San Benito,
Corpus Christi, Dallas, Houston, McAllen-Edinburg-Mission and
Tyler. At March 31, 2006, Texas Regional had total assets of $6.6
billion, total loans held for investment of $4.1 billion, total
deposits of $5.6 billion and shareholders' equity of $657 million.
ABOUT BBVA BBVA is a multinational financial services group that
operates in 32 countries. Its stock trades on the Madrid stock
exchange and its American depositary receipts trade on the New York
Stock Exchange under the symbol BBV. At March 31, 2006, BBVA had
7,456 branches, 94,951 employees, and total assets of 393 billion
euros (approximately $497 billion). BBVA provides to its 35 million
customers around the world a full range of financial services,
including commercial and wholesale banking, retail banking
services, consumer loans, mortgages, credit cards, securities
brokerage, wealth management, pension plan management and
insurance. BBVA is one of the top three leading Eurozone banks in
terms of return on equity, earnings per share growth and
efficiency. OTHER INFORMATION Texas Regional will file the
definitive agreement, a proxy statement and other relevant
documents concerning the proposed merger transaction with the
Securities and Exchange Commission (SEC). Investors are urged to
read the definitive agreement, the proxy statement and all other
relevant documents filed with the SEC when they become available
because they will contain important information concerning the
transaction. You will be able to obtain the documents free of
charge at the website maintained by the SEC at http://www.sec.gov/
. In addition, you may obtain documents filed with the SEC by Texas
Regional free of charge by contacting John A. Martin, Chief
Financial Officer, Texas Regional Bancshares, Inc., 3900 North
Tenth Street, Eleventh Floor, McAllen, Texas 78501, (956) 631-5400.
FORWARD-LOOKING INFORMATION This release, the financial supplement,
information filed by Texas Regional with the SEC and information on
Texas Regional's website may contain forward-looking information
(including information related to plans, projections or future
performance of Texas Regional and its subsidiaries and planned
market opportunities, employment opportunities and synergies from
mergers), the occurrence of which involve certain risks,
uncertainties, assumptions and other factors which could materially
affect future results. If any of these risks or uncertainties
materializes or any of these assumptions prove incorrect, Texas
Regional's results could differ materially from Texas Regional's
expectations in these statements. Texas Regional assumes no
obligation and does not intend to update these forward-looking
statements. For further information, please see Texas Regional's
reports filed with the SEC pursuant to the Securities Exchange Act
of 1934, which are available at Texas Regional's website at
http://www.trbsinc.com/ and the SEC's website at
http://www.sec.gov/ . For Texas Regional contact: Glen E. Roney,
Chief Executive Officer, or John A. Martin, Chief Financial
Officer, at (956) 631-5400. For BBVA contact: Julissa Bonfante,
BBVA USA Corporate Communications, at (212) 728-1660, email
address: . DATASOURCE: Texas Regional Bancshares, Inc. CONTACT:
Glen E. Roney, Chief Executive Officer, or John A. Martin, Chief
Financial Officer, both of Texas Regional Bancshares, Inc.,
+1-956-631-5400; or Julissa Bonfante, USA Corporate Communications
of Banco Bilbao Vizcaya Argentaria, S.A., +1-212-728-1660, or Web
site: http://www.trbsinc.com/
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