Allegiance Bancshares, Inc. and CBTX, Inc. Announce FDIC Approval of Merger of Equals

Rhea-AI Summary

On June 16, 2022, Allegiance Bancshares and CBTX, Inc. announced receiving regulatory approval from the FDIC for their planned merger. This approval follows shareholder consent from both companies. The merger, valued at an undisclosed amount, is projected to close in Q3 2022, pending additional regulatory approvals from the Federal Reserve and Texas Department of Banking. As of March 31, 2022, Allegiance managed $7.15 billion in assets, while CBTX reported $4.45 billion in assets, both focusing on commercial banking services.

Positive

• Regulatory approval from FDIC received, indicating progress in the merger process.
• Potential for cost savings and revenue synergies from the merger.
• Increased market presence with a combined total of over $11 billion in assets.

Negative

• Risks of not fully realizing cost savings and revenue synergies.
• Possible delays or higher costs associated with the integration of both firms.
• Dilution risk due to CBTX's issuance of additional shares for the merger.

HOUSTON, June 16, 2022 (GLOBE NEWSWIRE) -- Allegiance Bancshares, Inc. (NASDAQ: ABTX) (“Allegiance”), the holding company of Allegiance Bank, and CBTX, Inc. (NASDAQ: CBTX) (“CBTX”), the holding company of CommunityBank of Texas, N.A., today jointly announced receipt of regulatory approval from the Federal Deposit Insurance Corporation (“FDIC”), which follows the recent approval from shareholders of both companies. The merger remains subject to the receipt of regulatory approvals from the Board of Governors of the Federal Reserve System and the Texas Department of Banking. We expect to close the merger in the third quarter after receipt of such approvals and the satisfaction of other customary closing conditions.

About Allegiance Bancshares, Inc.

As of March 31, 2022, Allegiance was a $7.15 billion asset Houston, Texas-based bank holding company. Through its wholly owned subsidiary, Allegiance Bank, Allegiance provides a diversified range of commercial banking services primarily to small- to medium-sized businesses and individual customers in the Houston region. As of March 31, 2022, Allegiance Bank operated 27 full-service banking locations in the Houston region, which we define as the Houston-The Woodlands-Sugar Land and Beaumont-Port Arthur metropolitan statistical areas. Visit www.allegiancebank.com for more information.

About CBTX, Inc.

As of March 31, 2022, CBTX, Inc. was a $4.45 billion asset bank holding company for CommunityBank of Texas, N.A., a community bank, offering commercial banking solutions to small and mid-sized businesses and professionals with 34 banking locations across the Houston, Dallas, Beaumont and surrounding communities in Texas. Visit www.communitybankoftx.com for more information.

Forward-Looking Statements

Certain statements in this press release which are not historical in nature are intended to be, and are hereby identified as, “forward-looking statements” for purposes of the safe harbor provided by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

These statements include, but are not limited to, statements about the benefits of the proposed merger of CBTX and Allegiance, including future financial performance and operating results, statements related to the expected timing of the completion of the merger, the combined company’s plans, business and growth strategies, objectives, expectations and intentions, and other statements that are not historical facts, including projections of macroeconomic and industry trends, which are inherently unreliable due to the multiple factors that impact economic trends, and any such variations may be material. Forward-looking statements may be identified by terminology such as “may,” “will,” “should,” “could,” “scheduled,” “plans,” “intends,” “projects,” “anticipates,” “expects,” “believes,” “estimates,” “potential,” “would,” or “continue” or negatives of such terms or other comparable terminology.

All forward-looking statements are subject to risks, uncertainties and other factors that may cause the actual results, performance or achievements of Allegiance and CBTX to differ materially from any results expressed or implied by such forward-looking statements. Such factors include, among others: (1) the risk that the cost savings and any revenue synergies from the merger may not be fully realized or may take longer than anticipated to be realized; (2) disruption to the parties’ businesses as a result of the pendency of the merger; (3) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (4) the risk that the integration of each party’s operations will be materially delayed or will be more costly or difficult than expected or that the parties are otherwise unable to successfully integrate each party’s businesses into the other’s businesses; (5) the amount of the costs, fees, expenses and charges related to the merger; (6) the ability by each party to obtain required regulatory approvals of the merger (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction); (7) reputational risk and the reaction of each company’s customers, suppliers, employees or other business partners to the merger; (8) the failure of the closing conditions in the merger agreement to be satisfied, or any unexpected delay in closing the merger; (9) the possibility that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (10) the dilution caused by CBTX’s issuance of additional shares of its common stock in the merger; (11) general competitive, economic, political and market conditions; and (12) other factors that may affect future results of Allegiance and CBTX including changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; the impact, extent and timing of technological changes; capital management activities; and other actions of the Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation and Office of the Comptroller of the Currency and legislative and regulatory actions and reforms.

Additional factors which could affect future results of Allegiance and CBTX can be found in Allegiance’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K and CBTX’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, in each case filed with the SEC and available on the SEC’s website at https:// www.sec.gov. Each of Allegiance and CBTX disclaims any obligation and does not intend to update or revise any forward-looking statements contained in this communication, which speak only as of the date hereof, whether as a result of new information, future events or otherwise, except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

Allegiance Bancshares, Inc.
ir@allegiancebank.com 

CBTX, Inc.
investors@CBoTX.com 

FAQ

What is the status of the CBTX and Allegiance Bancshares merger?

The merger has received FDIC approval and is expected to close in Q3 2022, pending further regulatory approvals.

What are the anticipated benefits of the CBTX and Allegiance merger?

The merger aims to achieve cost savings and revenue synergies while expanding market presence.

What challenges could the CBTX and Allegiance merger face?

Challenges include integration delays, cost overruns, and the risk of not achieving projected synergies.

When did CBTX and Allegiance Bancshares announce their merger?

The merger announcement was made on June 16, 2022.