SALT LAKE CITY and HOUSTON, July 6 /PRNewswire-FirstCall/ -- Zions
Bancorporation ("Zions") (Nasdaq: ZION) and Amegy Bancorporation, Inc.
("Amegy") (Nasdaq: ABNK) announced today that they have signed a definitive
agreement under which Amegy will merge into Zions in exchange for cash and
common shares of Zions.
The transaction provides an excellent opportunity for Zions to further its
strategic growth and enter the attractive and fast-growing Texas market.
Zions currently operates in many of the highest growth markets in the country
and the addition of a Texas presence will further enhance the current growth
prospects of the company. In addition, the combination of the two businesses
is expected to create value for both sets of shareholders by improving the
long-term prospects of the combined franchise.
Under the terms of the definitive agreement, Amegy shareholders will have
the right, subject to proration, to elect to receive cash or Zions common
stock, in either case having a value equal to $8.50 plus 0.2020 Zions shares.
Based on the price of Zions' shares at the close of business Tuesday, July 5,
2005, the transaction value is $1.70 billion or $23.32 per fully diluted Amegy
share. The total consideration consists of approximately $600 million in cash
and approximately 14.25 million Zions shares prior to giving effect to any
outstanding options. The transaction is expected to be accretive to Zions'
GAAP earnings per share beginning in 2007 and is expected to provide an
internal rate of return (IRR) of approximately 14%.
The common stock consideration received in the transaction will be
tax-free to Amegy shareholders. Zions will fund the cash component with a
combination of hybrid and subordinated debt securities. In addition, Amegy
announced that it will raise its quarterly dividend to $0.11 per share to
bring it in line with Zions' dividend policy beginning with the next dividend.
Amegy is the largest independent bank in Houston and the third largest
independent commercial bank in Texas. It is one of the nation's
highest-quality regional banks, with over 80 branches in the vibrant Houston
and Dallas metropolitan areas. Amegy will become the latest addition to
Zions' "Collection of Great Banks" and will continue to operate as a separate
entity under its current brand name and management team. Upon the
consummation of the transaction, one member of Amegy's current board of
directors will be nominated for election onto Zions' board of directors. Paul
Murphy will remain chief executive officer at Amegy Bank. All of the
executive management of Amegy have agreed to remain at the bank as well.
In commenting on the transaction, Harris Simmons, chairman and chief
executive officer of Zions, said, "We're very excited about this new
partnership with Amegy Bancorporation. This is an excellent fit for both
companies. It is a combination that will allow Amegy to continue to operate
as a high-quality, locally-managed Texas institution. At the same time, the
additional capabilities, products and capital we can bring to Amegy,
particularly with our distinctive focus on banking businesses of all sizes,
will allow Amegy Bank of Texas and its affiliate companies to further
strengthen the relationship banking that has been the key to their success."
Paul Murphy, chief executive officer of Amegy, noted, "We will keep our
name, our management, our board and even our charter. We will continue to
make loan decisions locally. We have a new partner in Zions that will
preserve the heritage of community banking with the efficiencies of a large
company."
The merger is subject to the approval of Amegy's shareholders and the
banking regulators and is expected to close during the fourth quarter of 2005.
Lehman Brothers served as Zions' financial advisor and Pillsbury WinthropShaw
Pittman, LLP served as Zions' counsel. Goldman Sachs served as Amegy's
financial advisor and Sullivan & Cromwell served as Amegy's counsel.
Zions Bancorporation's and Amegy Bancorporation, Inc.'s executive
management teams will present this transaction in more detail via a
teleconference and webcast today, Wednesday, July 6, 2005, at 11 a.m. ET. The
teleconference dial-in number is 1-800-435-1398 and the passcode is 28317241.
The live audio webcast of the call will be accessible on Zions
Bancorporation's web site at www.zionsbancorporation.com. An audio replay of
the conference call will be available through July 12, 2005, by dialing 1-888-
286-8010 and entering the passcode 29406096. An audio archive of the call
will also be available for replay on Zions Bancorporation's and Amegy
Bancorporation, Inc.'s web site.
About Zions Bancorporation
Zions Bancorporation is one of the nation's premier financial services
companies, consisting of a collection of great banks in select high growth
markets. Under local management teams and community identities, Zions
operates approximately 400 full-service banking offices in Arizona,
California, Colorado, Idaho, Nevada, New Mexico, Utah and Washington. In
addition, Zions is a national leader in SBA lending, public finance advisory
services, agricultural finance and electronic bond trading. The company is
included in the S&P 500 Index. Investor information and links to subsidiary
banks can be accessed at www.zionsbancorporation.com.
About Amegy Bancorporation
Amegy Bancorporation, Inc., the parent company of Amegy Bank N.A., is the
largest independent bank holding company headquartered in Houston, Texas. The
Bank focuses on commercial lending, treasury management, and investment
services for businesses, private financial management, and trust services for
families and individuals, and retail and mortgage banking services. The
Company, with $7.56 billion in assets, has more than 80 full-service branches
located throughout the Houston and Dallas metropolitan areas.
Forward-Looking Information
This press release contains statements regarding the projected performance
of Zions Bancorporation. These statements constitute forward-looking
information within the meaning of the Private Securities Litigation Reform
Act. Actual results or achievements may differ materially from the projections
provided in this press release since such projections involve significant
known and unknown risks and uncertainties. Factors that might cause such
differences include, but are not limited to: competitive pressures among
financial institutions increasing significantly; economic conditions, either
nationally or locally in areas in which Zions Bancorporation conducts their
operations, being less favorable than expected; changes in the interest rate
environment reducing expected interest margins; legislation or regulatory
changes, which adversely affect the ability of the company to conduct the
business in which the company would be engaged; delays in adoption of digital
certificates for online services. Zions Bancorporation disclaims any
obligation to update any such factors or to publicly announce the result of
any revisions to any of the forward-looking statements included herein to
reflect future events or developments.
Zions Bancorporation will file a Form S-4, Amegy Bancorporation will file
a proxy statement and both companies will file other relevant documents
concerning the proposed merger transaction with the Securities and Exchange
Commission (SEC). INVESTORS ARE URGED TO READ THE FORM S-4 AND PROXY STATEMENT
WHEN THEY BECOME AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You will be able to obtain
the documents free of charge at the website maintained by the SEC at
www.sec.gov. In addition, you may obtain documents filed with the SEC by
Zions free of charge by contacting: Investor Relations, Zions Bancorporation,
One South Main Street, Suite 1134, Salt Lake City, Utah 84111, (801) 524-4787.
You may obtain documents filed with the SEC by Amegy free of charge by
contacting: Controller, Amegy Bancorporation, 4400 Post Oak Parkway, Houston,
Texas 77027, (713) 235-8800.
Zions Bancorporation, Amegy Bancorporation, Inc., and their respective
directors and executive officers, may be deemed to be participants in the
solicitation of proxies from Amegy's shareholders in connection with the
merger. Information about the directors and executive officers of Zions and
their ownership of Zions stock is set forth in the proxy statement for Zions'
2005 Annual Meeting of Shareholders. Information about the directors and
executive officers of Amegy and their ownership of Amegy stock is set forth in
the proxy statement for Amegy's 2005 Annual Meeting of Shareholders.
Investors may obtain additional information regarding the interests of such
participants by reading the Form S-4 and proxy statement for the merger when
they become available.
Investors should read the Form S-4 and proxy statement carefully when they
become available before making any voting or investment decisions.
SOURCE Zions Bancorporation
-0- 07/06/2005
/CONTACT: Clark Hinckley of Zions Bancorporation, +1-801-524-4787/
/Web site: http://www.zionsbancorporation.com /
(ZION ABNK)
CO: Zions Bancorporation; Amegy Barncorporation, Inc.
ST: Utah, Texas
IN: FIN
SU: TNM CCA
CC
-- LAW065 --
0093 07/06/200507:00 EDThttp://www.prnewswire.com