VICTORIA, Texas, April 27 /PRNewswire/ -- The Board of Directors of
FVNB Corp. (Nasdaq: FVNB) announced today the postponement of the Annual
Meeting of Shareholders of the company to a date to be determined so that the
shareholders may consider a proposal for a "going private" transaction as an
agenda item for shareholder approval at the meeting. It is anticipated the
annual meeting will be held the week of June 18, 2001.
Under the terms of the proposed transaction it is anticipated that
approximately 316,000 shares, representing approximately 13.3% of the
company's common stock, would be converted into the right to receive cash.
Shareholders owning less than 2,000 shares of the company's common stock would
be entitled to receive cash of $45.00 per share for all of their shares. The
closing price of FVNB's common stock on April 26, 2001, the day before this
transaction was initially announced, was $34.85. Shareholders owning
2,000 shares or more would continue to hold their shares. The transaction
will be structured as a merger with a wholly-owned subsidiary and will be
subject to approval by the affirmative vote of the holders of at least two-
thirds of the company's shares of record as of April 23, 2001.
The proposed transaction is anticipated to reduce the number of
shareholders of record from approximately 611 to approximately
100 shareholders. As a result, FVNB would terminate the registration of
FVNB's common stock under Section 12(g) of the Securities Exchange Act of
1934, as amended, and cause the common stock to cease to be listed and traded
on the Nasdaq National Market System. It is anticipated that FVNB will
achieve cost savings through the de-registration and de-listing of the
company's common stock. Further, the Board of Directors believes the
transaction is consistent with the company's vision of maintaining an
independent banking strategy.
Details of the transaction may be found in FVNB's Preliminary Proxy
Statement filed today with the Securities and Exchange Commission. A copy of
the Preliminary Proxy Statement may be downloaded from the Internet at no
charge from FREEEDGAR, a real time access to SEC filings site located at
http://www.freeedgar.com.
FVNB Corp. is a financial holding company whose principal operating
subsidiaries are First Victoria National Bank, with locations in Victoria,
Port Lavaca, Taft, Edna, and Ganado, Texas; Citizens Bank of Texas N.A., with
locations in New Waverly, Huntsville, and The Woodlands, Texas; and Citizens
Insurance Agency of Texas, Inc. As of March 31, 2001, total consolidated
assets of the Company were approximately $750 million and consolidated equity
capital was approximately $70 million.
["Safe Harbor" Statement under the Private Securities Litigation Reform
Act of 1995: The statements contained in this release which are not historical
facts contain forward looking information with respect to plans projections or
future performance of the Company, the occurrence of which involve certain
risks and uncertainties detailed in the Company's filings with the Securities
Exchange Commission.]
[Subsidiary Banks, Members FDIC.]
Contact: David M. Gaddis, President & CEO of FVNB Corp., 361-572-6500.
SOURCE FVNB Corp.
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Related links:
http://www.fvnb.com
Company News On-Call:
http://www.prnewswire.com/comp/124759.html or fax,
800-758-5804, ext. 124759
CONTACT:
David M. Gaddis, President & CEO of FVNB
Corp., 361-572-6500
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