November 5, 2010 8:34:00 AM
Cadence Financial Corp. has set what may be the final shareholder''s meeting in the bank''s 125-year history, with shareholders expected to sell their stock to a private Houston-based investment firm.
The U.S. Securities and Exchange Commission cleared the bank to hold a shareholder''s meeting at 10 a.m. Dec. 9, at the bank''s headquarters in downtown Starkville. A proxy statement and ballot approved by the SEC was issued to shareholders this week.
Cadence Financial Corp. filed its proxy statement for approval of its planned merger with Houston-based Community Bancorp in late October. The bank had agreed to be bought by Trustmark Bank as it was being courted by CBC, and later backed out of the Trustmark agreement.
Community Bancorp, a Houston-based company formed to invest in community banks, will continue to operate under the Cadence name, and said that it planned to keep the bank''s executive team.
Starkville-based Cadence announced the merger deal with Community Bancorp on Oct. 6. Under the agreement with Community Bancorp, Cadence shareholders would receive $2.50 in cash for each Cadence common share, and the company would become privately held. Community Bancorp also offered to purchase the $44 million of Cadence preferred stock issued to the U.S. Department of the Treasury under the Troubled Asset Relief Program, or TARP, for $38 million in cash.
Trustmark had agreed to exchange $23.6 million in stock for Cadence stock, or about $2 per share, in a tax-free deal. Trustmark also offered to pay back $30 million in TARP money to the Treasury.
The proxy also outlines Change of Control provisions for top executives, who are compensated if they are "terminated by Cadence without cause ... within one year following the merger or if his responsibilities and compensation are materially diminished as a result of the merger."
In announcing the deal, Cadence CEO Lewis Mallory said that the transaction would "deliver more value to our shareholders" and represented "a higher, more certain price than what had been previously offered."
The transaction is expected to close by the first quarter of 2011.
Cadence, a $1.9 billion bank, has branches in Mississippi, Tennessee, Alabama, Florida and Georgia.
Houston-based Community Bancorp has raised equity capital commitments in excess of $900 million for the purpose of buying U.S. banks "with a particular focus on community banks that are well positioned to benefit from the equity capital and industry expertise CBC can provide," a release said.
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