OmniAmerican Bancorp, Inc. Announces Settlement of Lawsuit Against OmniAmerican Bancorp, Inc. Southside Bancshares, Inc. and Omega Merger Sub Inc
Sep 16 14
A putative class action lawsuit was filed by a purported stockholder of OmniAmerican Bancorp, Inc. (OmniAmerican), against OmniAmerican, members of OmniAmerican's board of directors, Southside Bancshares, Inc. and Omega Merger Sub Inc. The lawsuit, captioned McDougal v. OmniAmerican Bancorp, Inc., et al., Case No. 24-C-14-003920 (the Litigation), was filed in the Circuit Court for Baltimore City, Maryland (the Court), and alleges that OmniAmerican's directors breached their fiduciary duties and that OmniAmerican, Southside and Merger Sub aided and abetted those alleged breaches by, among other things, failing to take steps to maximize stockholder value for OmniAmerican public stockholders; failing to properly value OmniAmerican; failing to protect against conflicts of interest; failing to disclose material information necessary for OmniAmerican stockholders to make an informed vote on the first merger; and agreeing to deal protection devices that preclude a fair sales process. Among other relief, the plaintiff sought to enjoin the mergers. After filing the Litigation and engaging in certain limited discovery, plaintiff's counsel indicated to defendants' counsel that they believed additional disclosures should be made available to the stockholders of OmniAmerican. On September 12, 2014, the defendants and the plaintiff in the Litigation entered into a memorandum of understanding (the MOU) agreeing in principle to settle the Litigation in exchange for defendants' agreement to make certain supplemental disclosures described below. The MOU contemplates that the parties will prepare a definitive stipulation of settlement, which will be subject to Court approval. If approved by the Court, it is anticipated that the settlement will result in a release of the defendants from any and all claims that were or could have been asserted challenging any aspect of or otherwise relating to the mergers, the merger agreement or the disclosures made in connection therewith, and that the Litigation will be dismissed with prejudice. Pursuant to the terms of the MOU, OmniAmerican has agreed to make certain supplemental disclosures regarding the mergers in a supplement to the joint proxy statement/prospectus. The supplemental disclosures are contained in a proxy supplement filed with the Securities and Exchange Commission on September 16, 2014, which should be read in its entirety. In return, the plaintiff has agreed to the dismissal of the Litigation with prejudice and to withdraw and/or refrain from filing any and all motions seeking to enjoin the mergers. In addition, the MOU contemplates that the parties will negotiate in good faith to attempt to agree upon an amount of attorneys' fees and expenses and that plaintiff's counsel may petition the Court for an award of attorneys' fees and expenses, which if granted by the Court, would be paid by OmniAmerican or its insurers or successors. Should the parties fail to reach an agreement on attorneys' fees and expenses, the defendants may oppose the petition for an award of attorneys' fees and expenses. There can be no assurance that the parties will ultimately reach agreement on a definitive stipulation of settlement or that the Court will approve the proposed settlement, even if the parties were to enter into such stipulation of settlement. In such event, the proposed settlement as contemplated by the MOU may be terminated.
Southside Bancshares, Inc. Declares Regular Quarterly Cash Dividend, Payable on September 4, 2014
Aug 7 14
The Board of Directors of Southside Bancshares Inc. approved a 4.8% increase in the regular quarterly cash dividend from $0.21 per common share to $0.22 per common share effective immediately. In a separate action the Board declared a regular quarterly cash dividend of $0.22 per common share. The cash dividend is payable to common stock shareholders of record August 21, 2014. The cash dividend is scheduled for payment on September 4, 2014.
Southside Bancshares Inc. Announces Unaudited Earnings Results for the Second Quarter and Six Months Ended June 30, 2014
Jul 24 14
Southside Bancshares Inc. announced unaudited earnings results for the second quarter and six months ended June 30, 2014. For the quarter, the company reported total interest income of $32,086,000, net interest income of $27,856,000, net interest income after provision for loan losses of $21,820,000, income before income tax expense of $11,295,000 and net income of $10,457,000 or $0.55 per basic and diluted share compared to total interest income of $29,215,000, net interest income of $24,871,000, net interest income after provision for loan losses of $20,371,000, income before income tax expense of $12,780,000 and net income of $11,068,000 or $0.59 per basic and diluted share for the same period a year ago. Return on average assets was 1.22% against 1.33% a year ago. Return on average shareholders' equity was 15.09% against 17.17% a year ago. The reason for the increase in the net interest spread and margin was the increase in the yield on the interest earning assets combined with the decrease in the yield on the interest bearing liabilities compared to the same period in 2013.
For six months, the company reported total interest income of $64,325,000, net interest income of $55,748,000, net interest income after provision for loan losses of $42,258,000, income before income tax expense of $20,678,000 and net income of $18,681,000 or $0.99 per basic and diluted share compared to total interest income of $55,776,000, net interest income of $46,331,000, net interest income after provision for loan losses of $41,315,000, income before income tax expense of $23,669,000 and net income of $20,110,000 or $1.07 per basic and diluted share for the same period a year ago. Return on average assets was 1.09% against 1.24% a year ago. Return on average shareholders' equity was 13.80% against 15.69% a year ago. As on date, book value per share was $15.07 per share against $12.59 per share a year ago. For the quarter and six months, the decrease in net income was due to the reduction in the net gain on sale of available for sale securities of $4.5 million and $8.8 million, respectively.