Filed by: MidSouth Bancorp, Inc.
This communication is filed pursuant to Rule 425 under the Securities Act of
1933, as amended, and deem filed pursuant to Rule 14a - 12 of the Securities
Exchange Act of 1934.
Subject Company: MidSouth Bancorp, Inc. (Commission File No. 001-11826)
Release Date: May 28, 2004
Contact: C. R. "Rusty" Cloutier, President & CEO
337-237-8343 or cell 337-962-9900
Lafayette's MidSouth Bank, Beaumont's Lamar Bank Announce Merger
LAFAYETTE, La., May 27 /PRNewswire-FirstCall/ -- The boards of directors
of MidSouth Bancorp, Inc. (Amex: MSL) and Lamar Bancshares, Inc. have
announced the signing of a definitive agreement to merge the two holding
companies under the MidSouth Bancorp umbrella. The companies' banks,
Lafayette-based MidSouth Bank, N.A. and Beaumont-based Lamar Bank, will
continue to operate under their separate names, with MidSouth serving the
Louisiana market and Lamar directing the Texas expansion.
Under the terms of the agreement, MidSouth Bancorp will issue shares of
common stock valued at about $12.5 million plus $10.5 million in cash, subject
to adjustment, for all outstanding shares of Lamar Bancshares. The merger is
valued at $23 million. MidSouth Bank has $455 million in assets, and Lamar
Bank has $112 million in assets as of March 31, 2004.
The merger has been approved by the boards of directors of both companies
and is expected to close later this year. MidSouth President and Chief
Executive Officer C.R. "Rusty" Cloutier, Executive Vice President and Senior
Lending Officer Donnie Landry, Board Vice Chairman Dr. Joe Hargroder, and Loan
Committee Chairman Bill Simmons will serve on Lamar Bank's board of directors;
and Lamar Bank President and CEO Ron Reed, Board Chairman Lonnie Weir, and
Vice Chairman Joe Tortorice Jr. will serve on MidSouth Bancorp's board. The
transaction is subject to certain conditions, including approval by Lamar
Bancshares shareholders and customary regulatory approvals.
MidSouth expects the merger will be accretive to earnings within the first
year of integration. This estimate does not consider any anticipated revenue
enhancements that may be realized from the merger.
"Early this year MidSouth launched a major Louisiana expansion -- we will
spend $10 million opening new branches and updating older facilities -- but we
have had our eye on the Texas market for years," Cloutier said. "It took a
while to identify a bank with a corporate philosophy that mirrors ours and a
management and staff that truly realize the value of close interaction with
customers and the importance of great customer service." Cloutier said no job
losses will result from the merger and emphasized that more positions will be
added as both banks expand their operations. Lamar employs 55 people, and
MidSouth has 240 employees. "Lamar has a staff that is second to none in the
Texas market, so we are anticipating some terrific synergies," Cloutier said.
"MidSouth's corporate philosophy and expansion plans down Interstate
10 are a perfect fit for us," added Ron Reed, Lamar's president for the past
five years. Lamar Bank was founded in 1959 and now has five branch locations
-- three in Beaumont, one in Vidor and one in College Station -- and a loan
production office in Conroe.
"We will focus on continuing to build new locations in Conroe and College
Station, along with a north Houston and Woodlands area expansion," Reed said.
"Jefferson County has a robust economic environment with a strong
entrepreneurial spirit, and scores of new homes are being built throughout the
Golden Triangle (formed by the cities of Beaumont, Port Arthur, and Orange) to
accommodate that growth. What's so exciting about this merger is that we can
now have a better structure and more capital to support, encourage, and lead
development of these communities."
Strategic Rationale and Economics
Financially and strategically attractive:
-- Increases pro forma capital
-- Market expansion opportunity
Transaction details:
-- Total consideration: $23.0 million
-- Stock consideration: $12.5 million
-- Collars: Fixed conversion factors if MidSouth Bancorp's
average closing sales price for the 10 trading days ending the
day before the closing date ("Average Price") falls below
$31.50 or rises above $36.50
-- Walkaways: If MidSouth Bancorp's Average Price falls below
$29 per share, Lamar may terminate the transaction.
-- Cash consideration: $10.5 million
Proforma valuation as of March 31, 2004:
-- Price/Book: 2.01 x
-- Price/Tangible book: 2.10 x
-- Price/LTM Earnings 17.08 x
-- Price/Assets 20.91%
-- Price/Deposits 23.52%
-- Premium/Deposits 12.07%
(before transaction costs)
One of the fastest growing community banks in the south, MidSouth plans to
expand in Texas but is committed to its home base, having announced a
considerable investment in six new Louisiana branches over the next 18 months.
Last year the bank opened a loan production office in Houma, located in
Terrebonne Parish, and a full-service branch should be on line in that market
within nine months.
Founded in 1985, MidSouth has 19 branches, a loan production office, and
more than 120 ATM locations throughout the parishes of Lafayette, St. Martin,
Jeff Davis, St. Landry, Iberia, St. Mary, Calcasieu, Lafourche, and
Terrebonne. This year it will add a second location in Lake Charles, relocate
its Sulphur office to a new facility down the road from the current site, and
is in the process of replacing its Moss Street branch in Lafayette with a
state-of-the art building. Within the next two years, the bank will also open
a new location in the heart of Lafayette, bringing the total number of branch
locations in its home base to eight.
"A good portion of our success is related to the name recognition we have
in the communities we serve -- and we know that is growing daily. These
branches help to remind people that we are here, ready to do business with
them," Cloutier said.
In 2003, for the 13th consecutive year, MidSouth Bancorp announced record
earnings. Net income for the year was $6.33 million, a 43 percent increase
over net income of $4.43 million in 2002. Last year, Lamar Bancshares had net
income of $1.92 million, and in 2002 it earned $2.18 million.
In connection with the proposed merger, MidSouth Bancorp, Inc. will file a
Registration Statement on Form S-4 that will contain a proxy
statement/prospectus. When the proxy statement/prospectus becomes available,
investors and security holders are urged to carefully read it because it will
contain important information. Investors and security holders may obtain a
free copy of the proxy statement/prospectus (when it is available) and other
documents containing information about MidSouth Bancorp, Inc. and Lamar
Bancshares, Inc., free of charge, at the SEC's web site at
HTTP://www.sec.gov . Copies of the proxy statement/prospectus and the SEC
filings that will be incorporated by reference in the proxy
statement/prospectus may also be obtained for free by contacting: Investor
Relations - MidSouth Bancorp, 102 Versailles Blvd., Lafayette, LA, 70501; or
(337) 267-4202, Fax: (337) 267-4434.
This communication is not an offer to purchase shares of Lamar Bancshares
common stock, nor is it an offer to sell shares of MidSouth Bancorp common
stock that may be issued in any proposed merger with Lamar Bancshares. Any
issuance of MidSouth Bancorp common stock in any proposed merger with Lamar
Bancshares would have to be registered under the Securities Act of 1933, at
which time MidSouth Bancorp common stock would be offered only by means of a
prospectus complying with the Act.
The Bank Advisory Group of Austin is Lamar's investment adviser on the
transaction, and the bank's legal advisers are Jenkens & Gilchrist, based in
Dallas. Investment adviser for MidSouth is SAMCO Capital Markets of Dallas;
and Correro Fishman Haygood Phelps Walmsley & Casteix of New Orleans provide
MidSouth's legal counsel.
MidSouth's stock is traded on the American Stock Exchange under the symbol
MSL.
Forward-Looking Statements
This release along with the remarks by made by our management during press
conferences and conference calls related to this release may contain forward-
looking statements within the meaning of the Private Securities Litigation Act
of 1995. This act provides a safe harbor for disclosure of information about
a company's anticipated future financial performance and protects a company
from unwarranted litigation if actual results differ from management's
expectations based on current assumptions, estimates and projections about
MidSouth Bancorp Inc. and its subsidiaries. These forward-looking statements
are not guarantees of future performance and are subject to risks and
uncertainties, many of which are outside of MidSouth's control, that may cause
actual results to differ materially from those currently expected, expressed,
or implied. A discussion of factors affecting MidSouth's business and
prospects is contained in the Company's most recent Annual Report on Form
10KSB.
SOURCE MidSouth Bancorp, Inc.
-0- 05/27/2004
/NOTE TO EDITORS: Two press conferences for this announcement will be
held on Friday, May 28, beginning at 11 a.m. at MidSouth Bank's Lake Charles
office, located at 4251 Nelson Road. The second announcement will be made at
2 p.m. in Lafayette on the eighth floor of the MidSouth Bank building at
102 Versailles Blvd. Refreshments will be served at both press conferences.
For more information, contact Melanie Riedl, MidSouth Bank's marketing
director: [337] 267-4219 or [337] 962-9911./
/CONTACT: Rusty Cloutier of MidSouth Bancorp, Inc., +1-337-237-8343, or
cell, +1-337-962-9900/
(MSL)
CO: MidSouth Bancorp, Inc.; Lamar Bancshares, Inc.; MidSouth Bank, N.A.;
Lamar Bank
ST: Louisiana, Texas
IN: FIN
SU: TNM MAV