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Two Longstanding Southeast Financial Institutions to Merge

|Includes: Hancock Holding Company (HBHC)

Hancock Holding Company (NASDAQ:HBHC), parent company of Hancock Bank, today announced its definitive agreement with Whitney Holding Corp. (NASDAQ:WTNY), in which Whitney will merge into Hancock in a stock-for-stock transaction. The deal was approved unanimously by both companies’ boards of directors and is expected to be closed in the second quarter of 2011.

Per the agreement, shareholders of Whitney Holding will receive 0.418 shares of Hancock Holding common stock in exchange for each share of Whitney common stock. The value of each Whitney share would be $15.48 based on Hancock’s closing price on December 21, 2010, of $37.04, a 42% premium to Whitney’s closing price of $10.87 on the same date.

The combined company will have approximately $20 billion in total assets, $16 billion in deposits, $12 billion in loans, 305 branches, 390 ATMs, and almost 5,000 employees across the five contiguous states of Texas, Louisiana, Mississippi, Alabama and Florida.

Whitney Holding chairman and CEO John C. Hope III noted the similarities between the two companies and said the merger transaction is expected to benefit shareholders and banking customers in the Southeast.

“The merger of two similarly sized companies with complementary cultures and strong brands creates the premier banking franchise in the Gulf South,” Hope stated in the press release. “The organization will be the employer of choice in the Southeast, maintain a conservative management culture, a commitment to strong capital and a diversified earnings stream. Joining with a well-known, well-respected and well-capitalized company like Hancock positions us to be even more competitive in the markets where we operate. Not only does this transaction create significant shareholder value, I believe it is also the best course of action for our employees, customers and communities.”

Hancock Holding said it expects to realize substantial cost savings of $134 million on a pre-tax basis once fully phased in by 2013, and anticipates that the transaction will be 10% accretive to earnings in 2012 and 19% accretive once the synergies are fully phased in for 2013.

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