Shareholders of Magna Bank (“Magna”) today voted overwhelmingly in favor
of the proposed merger of Magna with Pinnacle Bank, a wholly owned
subsidiary of Pinnacle Financial Partners, Inc. (Nasdaq/NGS: PNFP)
(“Pinnacle”).
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Subject to the satisfaction of the remaining closing conditions
contained in the merger agreement, the transaction is expected to close
late in the third quarter. At that time Pinnacle will have total assets
of more than $8 billion and operate 42 offices in 13 counties, including
all four of Tennessee’s urban markets.
“We have planned for quite some time to build a presence in all of
Tennessee’s four urban markets, and this merger is the last critical
piece of that puzzle,” said M. Terry Turner, Pinnacle’s president and
chief executive officer. “Magna has built a successful franchise in
Memphis, and together we believe we will continue to attract the best
bankers and grow to at least $2.5 billion in assets in the market over
the long term.”
Pinnacle anticipates Magna will begin using the Pinnacle name in
November 2015 when the operations of the companies are combined. In the
interim, clients should continue to bank with Magna as they always have,
using their existing checks, ATM/debit cards, payment coupons, etc.
until the companies combine their operations.
“Pinnacle and Magna both focus on creating great work environments and
providing service that sets us apart from the larger regional banks with
which we compete,” Kirk P. Bailey, Magna’s chairman, president and chief
executive officer. “We are eager to show the Memphis market how much we
can accomplish even more as a combined firm.”
When the operations of the two institutions are combined, Pinnacle’s
existing clients will gain the convenience of another five locations in
Memphis. Magna clients will have available to them more locations across
the state and a wider array of services, including expanded wealth
management capabilities and treasury management services.
About Pinnacle
Pinnacle Financial Partners provides a full range of banking,
investment, trust, mortgage and insurance products and services designed
for businesses and their owners and individuals interested in a
comprehensive relationship with their financial institution.
The firm began operations in a single downtown Nashville location in
October 2000 and has since grown to approximately $6.5 billion in assets
at June 30, 2015. At June 30, 2015, Pinnacle is the second-largest bank
holding company headquartered in Tennessee, with 29 offices in eight
Middle Tennessee counties and five offices in Knoxville. The firm
expanded to West Tennessee in April 2015 with a loan-production office
in Memphis. Additionally, Great Place to Work® named Pinnacle
one of the best workplaces in the United States on its 2014 Best Small &
Medium Workplaces list published in FORTUNE magazine. The American
Banker also recognized Pinnacle as the second best bank to work for
in the country.
Additional information concerning Pinnacle, which is included in the
NASDAQ Financial-100 Index, can be accessed at www.pnfp.com.
About Magna
Magna Bank is a vibrant community bank based in Memphis with a vision of
becoming the dominant community bank in the area. Magna is a leader
among locally owned banks in Memphis in residential and commercial
mortgage lending, small business lending and private banking. Magna
offers a full array of banking services and prides itself in being large
enough to serve its customers’ needs, yet small enough to offer the best
customer service available. For more information, please visit: www.magnabank.com.
Forward-Looking Statements
All statements, other than statements of historical fact included in
this release, are forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. The words “expect,”
“anticipate,” “intend,” “plan,” “aim,” “believe,” “seek,” “should,”
“estimate” and similar expressions are intended to identify such
forward-looking statements, but other statements not based on historical
information may also be considered forward-looking including statements
about the benefits to Pinnacle of the proposed merger transaction with
Magna, Pinnacle’s future financial and operating results (including the
anticipated impact of the merger with Magna on Pinnacle’s earnings and
tangible book value) and Pinnacle’s plans, objectives and intentions.
All forward-looking statements are subject to risks, uncertainties and
other facts that may cause the actual results, performance or
achievements of Pinnacle 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 with Magna may not be realized or take longer
than anticipated to be realized, (2) disruption from the merger with
Magna with customers, suppliers or employee relationships, (3) the
occurrence of any event, change or other circumstances that could give
rise to the termination of the merger agreement with Magna, (4) the risk
of successful integration of Magna’s business with Pinnacle’s business,
(5) the amount of the costs, fees, expenses and charges related to the
merger, (6) reputational risk and the reaction of the parties’ customers
to the proposed merger, (7) the failure of the closing conditions to be
satisfied, (8) the risk that the integration of Magna’s operations with
Pinnacle’s will be materially delayed or will be more costly or
difficult than expected, (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 Pinnacle’s
issuance of additional shares of its common stock in the merger and (11)
general competitive, economic, political and market conditions.
Additional factors which could affect the forward looking statements can
be found in Pinnacle’s Annual Report on Form 10-K, Quarterly Reports on
Form 10-Q, and Current Reports on Form 8-K filed with or furnished to
the SEC and available on the SEC’s website at http://www.sec.gov. Pinnacle
and Magna disclaim any obligation to update or revise any
forward-looking statements contained in this release which speak only as
of the date hereof, whether as a result of new information, future
events or otherwise.
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