Business First Bancshares, Inc., American Gateway Financial Corporation Sign Definitive Agreement to Merge BATON ROUGE, LOUISIANA, July 24, 2014 – Business First Bancshares, Inc., the parent bank holding company of Business First Bank (collectively referred to as “Business First”), and American Gateway Financial Corporation, the parent bank holding company of American Gateway Bank (collectively referred to as “American Gateway”), both headquartered in the Baton Rouge area, jointly announced today that they have signed a definitive agreement providing for the merger of these institutions. Under the terms of the definitive agreement, American Gateway Financial Corporation will be merged with and into Business First Bancshares, Inc., followed by the merger of American Gateway Bank with and into Business First Bank. Following these transactions, the combined institution will continue to operate under the Business First brand. “We have worked hard to build a reputation as Louisiana’s best business bank, for both our clients and for bankers eager to put their skills and experience to work making a difference for those clients,” said Jude Melville, president and CEO of Business First Bank. “While we continue to focus on serving our growing roster of entrepreneurs and business owners, this partnership is the next step – a foundational step – toward our larger goal of being not only Louisiana’s best business bank, but also the state’s most impactful community bank.” The transaction is expected to significantly expand both institutions’ greater Baton Rouge coverage, with a resulting deposit base of roughly twice each bank’s stand-alone volume in the Capital Region. American Gateway has 10 Baton Rouge-area banking centers: five in East Baton Rouge Parish, three in West Baton Rouge Parish, and one each in Livingston and Ascension parishes, all part of metropolitan Baton Rouge. Business First currently has one banking center in each of the following Louisiana markets: Baton Rouge, Shreveport/Bossier City, Lake Charles, Lafayette and Covington. The bank also has a loan production office in Houma. The merged institution is expected to be the largest community bank headquartered in Baton Rouge as measured by deposits and one of only a handful of community banks with statewide coverage. The combined company will operate 16 locations with over $1 billion in assets, $870 million in deposits, $700 million in loans and $100 million in equity. “We see a lot of synergies for our clients and employees in this partnership,” said Don Ayres, president and CEO of American Gateway Bank. “Banking convenience will be enhanced with the addition of five new markets. Our balance sheet will be larger and more diversified, and clients will have access to a broader platform of business banking products and services and commercial bankers who have been the cornerstone of Business First’s success. We also have much to add to the Business First franchise, including diversification, talented employees and an established branch network that will immediately offer current clients more convenience. We’re very proud of our 106-year legacy and feel that Business First is the right partner with which to carry on that tradition of locally-focused, community-oriented service.” Business First and American Gateway plan to close the transaction during the fourth quarter of 2014. The transaction is subject to certain conditions, including approval by the shareholders of American Gateway Financial Corporation and customary regulatory approvals. The shares of Business First common stock to be issued to the shareholders of American Gateway in this transaction will be registered with the Securities and Exchange Commission (“SEC”). Business First and American Gateway intend to file relevant materials with the SEC, including a Registration Statement on Form S-4 that will contain a proxy statement of American Gateway and a prospectus of Business First relating to the shares of its common stock that are to be registered and issued in connection with the proposed merger. Consummation of the merger will be subject to the SEC’s declaration that the Registration Statement is effective. “Louisiana is on the verge of an economic renaissance, and the Louisiana community banking industry is in a period of evolution,” Melville added. “Our combined local depth and statewide breadth uniquely position us to make a meaningful contribution to both of those developments. Together we have an opportunity to make a difference – for our investors, for our employees and for our community.” Commerce Street Capital, LLC, acted as exclusive financial advisor and Fenimore, Kay, Harrison & Ford, LLP, acted as exclusive legal advisor to Business First Bancshares, Inc. in this transaction. Sandler, O’Neill + Partners acted as exclusive financial advisor and Kantrow, Spaht, Weaver & Blitzer (APLC) acted as exclusive legal advisor to American Gateway Financial Corp. National Capital, LLC, and Sandler, O’Neill + Partners delivered fairness opinions to American Gateway Corporation.
Posted on: Thu, 24 Jul 2014 19:22:03 +0000
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