BankUnited, Inc. (“BKU”) (NYSE:BKU) announced today the completion of its acquisition of Herald National Bank (“Herald”). BKU also announced today that BankUnited, a wholly-owned subsidiary of BKU (“BankUnited”), has converted its charter from a thrift to a national bank now named BankUnited, National Association. In connection with the acquisition of Herald and the charter conversion of BankUnited to a national bank, BKU has become a bank holding company.
Rajinder P. Singh, Chief Operating Officer of BKU, stated, “We are excited to successfully complete the acquisition of Herald. The conversion to a bank holding company and the acquisition of Herald are an integral step in our corporate vision and we remain focused and committed to our future growth plans.”
Based on election results and the average closing price of BKU common stock of $23.32 for the ten trading day period ending on February 28, 2012, and applying the proration provisions set forth in the merger agreement entered into between BKU and Herald, the merger consideration to be received by former Herald shareholders is as follows:
- Herald preferred and common shareholders who made valid cash elections will receive $3.6587 in cash for each share of Herald stock for which they made such an election;
- Herald preferred and common shareholders who made valid stock elections will receive 0.1569 of a share of BKU common stock for each share of Herald stock for which they made such an election; and
- Herald preferred and common shareholders who did not make a valid election will receive 0.1569 of a share of BKU common stock per share of Herald stock for approximately 23% of the shares for which they did not make an election and $3.6587 per share in cash for the remaining shares of Herald stock for which they did not make an election.
Under the merger agreement, fractional shares of BKU common stock will not be issued. Instead, former Herald shareholders will in lieu of receiving fractional shares receive cash based on the average closing price of BKU common stock of $23.32 for the ten trading day period ending on February 28, 2012.
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