NEW ORLEANS, June 9, 2008 (PRIME NEWSWIRE) -- Whitney Holding Corporation (Nasdaq:WTNY) and Parish National Corporation announced today the execution of a definitive agreement for Parish National to merge with Whitney in a cash and stock transaction. Parish National Corporation, headquartered in Covington, Louisiana, is the parent company of Parish National Bank.
This merger will strengthen Whitney's presence on the northshore of Lake Pontchartrain by adding 11 full service locations in St. Tammany, Tangipahoa and Washington parishes. Parish National also has 4 locations on the southshore in Jefferson and Orleans parishes, a branch in Destin, Florida and a loan production office in Fairhope, Alabama.
"The northshore community is one of the fastest growing in the state and Parish National has been a leader in that community for the past 40 years," said John C. Hope, III, Chairman and CEO. "The merger with Parish National is a first step to achieving the expansion goals we set in our updated Strategic Plan, and Parish National's culture and focus will complement our existing franchise."
"We are glad to be joining a storied Louisiana institution such as Whitney," said Gary Blossman, President and CEO. "Whitney has served the southshore of the Greater New Orleans market for the past 125 years and we are pleased to become part of the organization as they expand their franchise on the northshore of Lake Pontchartrain."
The shareholders of Parish National Corporation will receive approximately $165 million in cash and/or Whitney common stock, but no more than 60% of the total consideration will be paid in cash. Consummation of the acquisition is subject to completion of due diligence by Whitney, the approval by the shareholders of Parish National Corporation, receipt of appropriate regulatory approvals, and satisfaction of certain other conditions. Parish National will continue to operate independently until the merger is finalized sometime in the fourth quarter of 2008.
At March 31, 2008 Parish National Corporation had $763 million in total assets, $580 million in total loans and $679 million in total deposits.
Whitney Holding Corporation, through its banking subsidiary Whitney National Bank, serves the five-state Gulf Coast region stretching from Houston, Texas; across southern Louisiana and the coastal region of Mississippi; to central and south Alabama; the panhandle of Florida; and the metropolitan area of Tampa, Florida.
(WTNY-M)
The proposed transaction will be submitted to the Parish National Corporation shareholders for their consideration. Shareholders of Parish National Corporation are advised to read the proxy statement/prospectus regarding the proposed transaction when it is delivered to them because it will contain important information. The proxy statement/prospectus will be filed in conjunction with a registration statement to be filed with the Securities and Exchange Commission (SEC) by Whitney. The shares to be offered by Whitney to Parish National shareholders may not be sold nor may any offers to buy be accepted prior to the time the registration statement containing the proxy statement/prospectus becomes effective. Copies of the proxy statement/prospectus, when available, can also be obtained, without charge, by directing a request to Whitney Holding Corporation, 228 St. Charles Avenue, Suite 615, New Orleans, Louisiana 70130, Attention: Mrs. Shirley N. Fremin, Whitney Shareholder Services.
This press release contains "forward-looking statements" as defined by federal securities laws. Statements contained in this press release that are not historical facts are forward looking statements. These statements may address issues that involve significant risks, uncertainties, estimates and assumptions made by management, including the benefits of the merger between Whitney and Parish National, future financial and operating results, Whitney's and Parish National's plans, objectives, expectations and intentions and the timing of proposed closing of the transaction. Actual results could differ materially from current projections and expectations for many reasons, including without limitation, changing events and trends that have influenced Whitney's assumptions, but are beyond Whitney's control. Forward-looking statements are necessarily estimates reflecting the best judgment of Whitney's senior management based upon current information and involve a number of risks and uncertainties. Please refer to Whitney's filings with the SEC (and available at www.SEC.gov) for a summary of important factors that could affect Whitney's financial results and operations and its forward-looking statements. Except as required by law, Whitney does not intend to and assumes no responsibility for updating or revising any forward-looking statements contained in this press release, whether as a result of new information, future events or otherwise.