HONDO NATIONAL BANK AND COMMUNITY NATIONAL BANK PARENT COMPANIES
ANNOUNCE AGREEMENT TO MERGE, WITH BANKS TO FOLLOW
James E. Barden, Chairman Texas Heritage Bancshares, Inc.
Clayton S. Binford, ChairmanInc. Medina Community Bancshares, Inc.
Texas Heritage Bancshares, Inc., parent company of Hondo National Bank, and Medina
Community Bancshares, Inc., parent company of Community National Bank, today jointly announced signing a definitive agreement to combine the two holding companies into Texas Heritage Bancshares. The merger agreement was unanimously approved by the Board of Directors of both bank holding companies. As a result of the merger, Texas Heritage Bancshares will be reconstituted with new organizational and governance documents to reflect the combination.
The holding companies’ transaction is expected to close on or before December 31, 2020. Theplanned merger of the subsidiary banks is expected within the following twelve months when the banking systems have been converted, rebranding of the combined banks has been determined, and the banks can assure a smooth, seamless and customer friendly transition to a single banking operation.
The holding companies’ deal will be an all-stock transaction with shareholders of Medina Community receiving 3.358 shares of stock of Texas Heritage for each share of stock they own. When the merger is completed, the companies will bring a total asset size in excess of $500 million and consist of nine branch locations in six counties north and west of San Antonio.
The transactions are subject to customary closing conditions, including the approval of appropriate regulatory authorities and the shareholders of each of both holding companies.
In commenting on the prospects of the merged operation, Jim Barden, Chairmen of the Board of Texas Heritage, said “We are excited about this partnership which will enable us to more efficiently serve our customers, remain vital in an increasingly competitive financial
marketplace and, very importantly, remain a locally owned and managed banking presence in the communities where we are located.” Clay Binford, Chairmen of the Board of Medina Community added, “This is an important step for both organizations, our customers, employees, and our shareholders. The combination will bring economies of scale, enhance services for our customers, and provide more options and opportunities for our banking
Piper Sandler & Co. served as financial advisor to Texas Heritage and provided a fairness opinion to its Board of Directors. Stinson LLP served as its legal counsel. Samco Capital Markets, Inc. served as financial advisor of Medina Community and provided a fairness opinion to its Board of Directors. Fenimore Kay Harrison Ford served as its legal counsel.
About Texas Heritage Bancshares, Inc. and Hondo National Bank:
Texas Heritage is the holding company for Hondo National Bank which had approximately $323 million in assets as of August 1, 2020. The bank is a commercial national bank focused on serving customers in the Texas counties of Medina, Bandera, Uvalde, Real, and Blanco where it operates its five branches which offer a diverse range of lending products including commercial, commercial real estate, construction, agricultural (farming and ranching), and consumer loans among other banking services. The bank traces its beginnings in Hondo to 1901, bringing 119years of banking services to its customers.
About Medina Community Bancshares, Inc. and Community National Bank:
Medina Community is the holding company for Community National Bank which had approximately $243 million in assets as of August 1, 2020. The bank is a commercial national bank serving customers in Medina and Atascosa Counties and environs through its four branches located in the cities of Hondo, Castroville, Lytle and LaCoste. It offers a variety of loan products including commercial, commercial real estate, construction, agricultural (ranching and farming), as well as consumer loans along with its other traditional banking services. Community National Bank first opened for business in Hondo in 1981 and has expanded its reach and services through its four branches over the 39 years of its banking experience.
Important Additional Information
The information contained herein does not constitute an offer to sell or a solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed transaction, Texas Heritage Bancshares, Inc. (“Texas Heritage”) and Medina Community Bancshares, Inc. (“Medina Community”) will mail a proxy statement-offering circular to the shareholders of Texas Heritage and Medina Community seeking their approval of the proposed transaction. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE PROXY STATEMENT-OFFERING CIRCULAR BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT TEXAS HERITAGE, MEDINA COMMUNITY AND THE PROPOSED TRANSACTION.
Forward Looking Statement
Certain statements contained herein may be considered “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. These statements are based upon the belief of management, as well as assumptions made beyond information currently available to management, and may be, but not necessarily are, identified by such words as “expect,” “believe,” “plan,” “anticipate,” “target,” “forecast,” and “goal.” Because such “forward-looking statements” are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Except as otherwise stated in this communication, neither Texas Heritage nor Medina Community undertake any obligation to update publicly or revise any forwardlooking statements because of new information, future events or otherwise.