Independent Bank Group to Acquire Integrity Bancshares

11/28/17

MCKINNEY, Texas, Nov. 28, 2017 (GLOBE NEWSWIRE) -- Independent Bank Group, Inc. (NASDAQ:IBTX), the holding company for Independent Bank, today announced that Independent Bank Group has entered into a definitive agreement to acquire Integrity Bancshares, Inc. and its subsidiary, Integrity Bank SSB, Houston, Texas.

Integrity Bancshares, through Integrity Bank, operates four full service banking locations in the Houston metropolitan area. As of September 30, 2017, Integrity Bancshares, Inc., on a consolidated basis, reported total assets of $805 million, total deposits of $679 million, and total equity capital of $84 million.

Independent Bank Group Chairman and Chief Executive Officer David R. Brooks stated “We are pleased to announce our third acquisition in Houston, adding to our presence in this dynamic market. Integrity Bank has a demonstrated history of growth and strong earnings with locations in some of the most attractive markets in the Houston area.” Mr. Brooks continued, “Integrity Bank brings a skilled team of experienced bankers as well as a dedicated group of employees. We are delighted to welcome Integrity Bank’s clients, shareholders, and employees to Independent Bank Group.”

Charles M. Neff, Jr., President and CEO of Integrity Bancshares said, “We are excited to be joining a successful and community-oriented bank group. We view this as an opportunity to become part of a larger community bank that will afford our customers with continued local decision-making while offering a broader array of products and the convenience of a larger branch network. Independent Bank Group is the ideal partner for the long-term value of our shareholders, and we believe our franchise will meaningfully contribute to the combined company.”

Under the terms of the Agreement, Independent Bank Group will issue 2,072,131 shares of Independent Bank Group common stock and pay cash in the aggregate amount of $31.6 million to the shareholders and option holders of Integrity. If Integrity’s tangible equity is greater than $84 million at closing, Integrity will be permitted to pay a pre-closing cash distribution to its shareholders in an amount equal to any such excess. The cash portion of the merger consideration will be reduced on a dollar for dollar basis to the extent that Integrity’s tangible equity is less than $84 million at closing.

The merger has been approved by the Boards of Directors of both companies and is expected to close during the second quarter of 2018, although delays may occur. The transaction is subject to certain conditions, including the approval by shareholders of Integrity, and customary regulatory approvals.

Independent Bank Group was advised in the Integrity transaction by Piper Jaffray & Co. as financial advisor, which also rendered a fairness opinion to Independent Bank Group regarding the transaction, and by Haynie Rake Repass & Klimko, PC as legal counsel. Integrity was advised by Sandler + O’Neill Partners, LP as financial advisor and Jackson Walker LLP as legal counsel.

In addition to the information contained within this announcement, an Investor Presentation has been furnished to the Securities and Exchange Commission on Form 8-K (www.sec.gov) and posted on Independent Bank Group’s website (www.ibtx.com) containing additional information regarding this transaction.

No Offer or Solicitation

This press release does not constitute an offer to sell, a solicitation of an offer to sell, or the solicitation or an offer to buy any securities. There will be no sale of securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirement of Section 10 of the Securities Act of 1933, as amended.

About Independent Bank Group

Independent Bank Group, through its wholly owned subsidiary, Independent Bank, provides a wide range of relationship-driven commercial banking products and services tailored to meet the needs of businesses, professionals and individuals. Independent Bank Group operates in four market regions located in the Dallas/Ft. Worth, Austin, and Houston, Texas and the Colorado Front Range areas.

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