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EXHIBIT 99.1
FOR IMMEDIATE RELEASE CONTACT: JANE POWELL
(713) 974-9300
SOUTHWEST BANCORPORATION OF TEXAS, INC.
ANNOUNCES MERGER WITH CITIZENS BANKERS INC.
HOUSTON (October 17, 2000)--Southwest Bancorporation of Texas, Inc.
("Southwest") (NASDAQ:SWBT), holding company for Southwest Bank of Texas N.A.,
and Citizens Bankers Inc. ("Citizens") announced today the signing of a
definitive merger agreement, pursuant to which Citizens will be merged into
Southwest. In connection with the merger agreement, Southwest will also enter
into a separate agreement to acquire all of the assets of a related partnership
that owns the office building currently used by Citizens.
Southwest will issue between 4,000,000 and 4,300,000 shares of its
common stock for Citizens and its real estate partnership depending on the
average price of its common stock during the period of 15 trading days ending
five business days preceding the closing date of the merger. The number of
shares issued will be determined based on a measurement price of $130 million
provided that the stock price is between $30.2326 and $32.50. An average price
equal to or greater than $32.50 will result in the issuance of 4,000,000 shares
and an average price equal to or less than $30.2326 will result in the issuance
of 4,300,000 shares. An average price between $30.2326 and $32.50 will result in
a pro-rated share count.
The merger, which will be accounted for as a pooling of interests, is
expected to be completed late in the fourth quarter of 2000, or early first
quarter of 2001. The operational merger is expected to be completed in the
second quarter 2001.
Southwest anticipates that the result of the merger will be accretive
to its earnings approximately 3.5 percent in 2001. This estimate does not
consider any anticipated revenue enhancements that may be realized from the
merger. Southwest expects to incur a pretax merger-related charge of $3.5
million in connection with the merger.
Citizens is a multi-bank holding company serving east Harris County and
Chambers County since 1920. It is the largest Harris County bank outside of
Houston. Subsidiary banks
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have a total of seven offices. As of September 30, 2000, Citizens had total
assets of $425 million, loans of $131 million, deposits of $374 million and
shareholders equity of $43 million.
The combination of Southwest and Citizens will form a financial
institution with approximately $3.69 billion in assets, a loan limit of $45
million, and 33 branches. The merger is subject to Citizens' shareholder
approval, regulatory approval and other customary closing conditions.
"We approached Citizens because we were so impressed with the
franchise, its outstanding bankers and strong services. We are very excited to
be joining forces with Citizens. We have every expectation that the merger will
be a major benefit for Citizens' customers, and that both Citizens and Southwest
customers will benefit from additional services and more convenient banking
locations," Paul B. Murphy, Jr., chief executive officer and president of
Southwest Bank of Texas, commented. "Citizens Bankers meets our merger criteria
of a high performing bank with strong management located in an attractive
market. When the merger closes, we will also be pleased to welcome two new
directors, John H. Echols, Citizens' chief executive officer, and Duncan W.
Stewart, an attorney with Bracewell & Patterson, to our Board of Directors,"
added Murphy.
"Citizens' customers, employees and shareholders can look forward to
continuing to bank with a local, independent banking leader. Southwest has a
ten-year tradition of local decision making. It has the same strong commitment
to customer service that we do at Citizens. Our customers will be especially
pleased by the outstanding technological services now offered to Southwest
customers. We have known Southwest and have been very impressed by its
performance. My management team will continue to provide leadership in the
combined organization and together we will be able to service the financial
needs of all individuals and most Texas companies," added Echols.
Southwest is the largest independent bank-holding company headquartered
in Houston, Texas, based on assets of $3.26 billion as of September 30, 2000.
Citizens Bankers Inc. is a community bank which has seven locations and assets
of $425 million as of September 30, 2000.
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The Southwest stock to be issued in connection with the acquisitions
will not be registered under the Securities Act of 1933 and may not be issued or
sold in the United States absent registration or an applicable exemption from
registration requirements.
###
This press release includes forward-looking statements that are subject
to risks and uncertainties. Actual results might differ materially from those
projected in the forward-looking statements. Additional information concerning
factors that could cause actual results to materially differ from those in the
forward-looking statements is contained in Southwest Bancorporation's Securities
and Exchange Commission filings.
###
Media Contact Investor Contact
Jane Powell John McWhorter SVP/Controller
Powell Public Relations Southwest Bank of Texas
713.974.9300 713.235.8808
[email protected] [email protected]
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================================================================================
SOUTHWEST BANCORPORATION OF TEXAS, INC.
merger with
CITIZENS BANKERS, INC.
--------------------------------------------------------------------------------
This presentation contains forward-looking statements. Such statements include,
but are not limited to statements about the benefits of the merger between
Southwest Bancorporation and Citizens Bankers, Inc., including future financial
and operating results. Such statements are based upon the current beliefs and
expectations of Southwest Bancorporation and Citizens Bankers, Inc. management
and are subject to significant risks and uncertainties. Actual results may
differ from those set forth in the forward-looking statements.
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[CITIZENS BANK & TRUST CO. LOGO] [SOUTHWEST BANK OF TEXAS LOGO]
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TRANSACTION RATIONALE
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o Financially & strategically attractive
- Quality management team
- Accretive to year one earnings -- approx. 3.5%
- Increases pro forma capital -- CBI 11.6% Tier 1, 24.8% risk-based
- Increase pro forma loan loss reserves -- CBI 2.1%
- CBI established in 1920; market share leader in adjacent market
- Market expansion opportunity for Southwest Bank of Texas
- Attractive core deposit franchise; provides platform for growth
- 35% loan to deposit ratio; low risk profile
- CBI efficiency ratio - 68% - makes 15% expense saves reasonable
[CITIZENS BANK & TRUST CO. LOGO] [SOUTHWEST BANK OF TEXAS LOGO]
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TRANSACTION RATIONALE
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o Southwest Bank of Texas proven merger integration skills
- Southwest Bank has delivered strong asset and revenue growth from
merged franchises
- Similar opportunity as previous successful mergers
- First merger (Pinemont): $215MM to $380MM deposits, 3 1/2 years
since merger
- Second merger (Fort Bend): $275MM to $365MM deposits, 18 months
since merger
o John H. Echols and Duncan Stewart to join Southwest board; will be
major shareholders
[CITIZENS BANK & TRUST CO. LOGO] [SOUTHWEST BANK OF TEXAS LOGO]
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TRANSACTION ECONOMICS
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o Share Determination: Based on measurement price of
$130MM SWBT will issue a minimum
of 4MM shares to a maximum of
4.3MM, based on a 15-day average
price
o Estimated year one accretion: Approx. 3.5% before revenue
enhancements
o Cost savings: 15% of CBI expense base
o Accounting Treatment: Pooling of interests
o Expected closing: Late 4Q 2000 or early 1Q 2001
o Integration completion: 2Q 2001
[CITIZENS BANK & TRUST CO. LOGO] [SOUTHWEST BANK OF TEXAS LOGO]
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TRANSACTION ECONOMICS
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o Valuation (assuming measurement price of $130 MM and 4 million shares)
- Price/Book: 3.02
- Price/Tangible Book: 3.06
- Price to 2000 est.earnings: 22x
- Deposit premium: 24%
o Comparative Value Deal Multiple SWBT Multiple
- Price/Book: 3.02 4.04
- Price/Tangible Book: 3.06 3.73
- Price/ LTM: 22x 25x
- Price to 2000 est.earnings: 22x 24x
[CITIZENS BANK & TRUST CO. LOGO] [SOUTHWEST BANK OF TEXAS LOGO]
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FRANCHISE MAP:
SOUTHWEST BANCORP & CITIZENS BANKERS, INC.
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[MAP]
[CITIZENS BANK & TRUST CO. LOGO] [SOUTHWEST BANK OF TEXAS LOGO]
