Under the terms of the definitive agreement, Collin Bank shareholders will receive approximately $10.00 per share for each outstanding share of Collin Bank common stock. Approximately 65% of the consideration is payable in cash and 35% is payable in shares of Independent Bank Group common stock, subject to a maximum issuance of 300,000 Independent Bank Group shares and other related adjustments, with the exchange ratio set three days prior to the closing by utilizing the average share price of IBG common stock over a twenty day trading period. Based on the number of shares of Collin Bank stock currently outstanding, the amount of total consideration to be paid by Independent Bank Group is currently valued at approximately $29.1 million. Independent Bank Group anticipates that the acquisition will be accretive to earnings per share immediately and slightly accretive to tangible book value at closing.
The merger has been approved by the Boards of Directors of both companies and is expected to close during the fourth quarter of 2013, although delays may occur. The transaction is subject to certain conditions, including the approval by Collin Bank's shareholders and customary regulatory approvals. Operational integration is anticipated to begin during the first quarter of 2014.
Independent Bank Group was advised in this transaction by Sandler + O'Neill Partners, L.P. as financial advisor and Haynie Rake Repass & Lowry, P.C. as legal counsel. Collin Bank was advised by Commerce Street Capital, LLC as financial advisor and Patton Boggs LLP as legal counsel.
Notice to Collin Bank ShareholdersIn connection with the proposed acquisition of Collin Bank, Independent Bank Group will file with the Securities and Exchange Commission a registration statement on Form S-4 to register the shares of Independent Bank Group's common stock to be issued to the shareholders of Collin Bank. The registration statement will include a proxy statement/prospectus which will be sent to the shareholders of Collin Bank seeking their approval of the proposed transaction.
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