MORGAN CITY, La. and COVINGTON, La., July 6, 2023 - MC Bancshares, Inc. ("MC Bancshares"), the holding company for M C Bank & Trust Company ("M C Bank"), a Louisiana-chartered bank headquartered in Morgan City, Louisiana, and Heritage NOLA Bancorp, Inc. ("Heritage NOLA Bancorp") (OTC Pink Marketplace: "HRGG"), the holding company of Heritage Bank of St. Tammany ("Heritage Bank"), a federally chartered savings bank headquartered in Covington, Louisiana, have jointly announced today that they have entered into a definitive merger agreement (the "Merger Agreement") in which MC Bancshares will acquire Heritage NOLA Bancorp.
Pursuant to the Merger Agreement, which has been unanimously adopted by the boards of MC Bancshares and Heritage NOLA Bancorp, the all-cash merger consideration is equal to the value of Heritage NOLA Bancorp's adjusted tangible shareholders' equity, as defined in the Merger Agreement, at the time of closing plus $6.5 million. Based on Heritage NOLA Bancorp's adjusted tangible shareholders' equity at March 31, 2023, as calculated pursuant to the terms of the Merger Agreement, Heritage NOLA Bancorp shareholders, on a fully-diluted basis after giving effect to outstanding stock options, are currently estimated to receive between $19.50 and $20.50 in cash consideration for each share of Heritage NOLA Bancorp common stock (the "per share consideration"). However, the estimated per share consideration is subject to significant adjustment based on a variety of factors, including, but not limited to, Heritage NOLA Bancorp's transaction costs, the costs to terminate certain contracts of Heritage NOLA Bancorp, including employment and other compensation agreements and plans, and after-tax unrealized losses, if any, in Heritage NOLA Bancorp's securities portfolios. As a result, Heritage NOLA Bancorp shareholders should not assume they will receive between $19.50 and $20.50 per share upon the closing of the transaction.
"We are pleased to announce that we are partnering with Heritage Bank to expand our presence in St. Tammany Parish," said Chris LeBato, Chief Executive Officer of MC Bancshares and M C Bank. "As local Louisiana banks, we share similar core values and a relationship-centric approach to serving the communities that we are fortunate to be a part of. This transaction is a very natural and contiguous expansion of our current footprint."
David Crumhorn, President and Chief Executive Officer of Heritage NOLA Bancorp and Heritage Bank, stated, "We are thrilled about this combination with M C Bank. The infrastructure that has been assembled at M C Bank over the years will enable our customers to access a substantial product offering while still receiving the local decision making and the exceptional service they have become accustomed to at Heritage Bank. Our collective corporate values and culture are closely aligned."
The transaction is subject to regulatory approvals and the approval of the shareholders of Heritage NOLA Bancorp, and is expected to close in the fourth quarter of 2023. At the effective time, Heritage Bank will be merged with and into M C Bank with M C Bank as the surviving entity. Following the effective time of the merger, M C Bank will continue to operate Heritage Bank's offices as branch offices of M C Bank.
Raymond James & Associates, Inc., is acting as financial advisor to Heritage NOLA Bancorp and rendered a fairness opinion to the Board of Directors of Heritage NOLA Bancorp in conjunction with this transaction. Luse Gorman is serving as legal counsel to Heritage NOLA Bancorp and Heritage Bank. National Capital, L.L.C., is acting as financial advisor to MC Bancshares. Fenimore Kay Harrison LLP is serving as legal counsel to MC Bancshares and M C Bank.
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Forward-looking statements include statements regarding the estimated per share consideration, anticipated closing date of the transaction and anticipated future results. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like "believe," "expect," "anticipate," "estimate" and "intend" or future or conditional verbs such as "will," "would," "should," "could" or "may." Certain factors that could cause actual results to differ materially from expected results include delays in completing the merger, higher than anticipated transaction costs, greater than expected after-tax unrealized losses in Heritage Nola Bancorp's securities portfolio, difficulties in achieving cost savings from the merger or in achieving such cost savings within the expected time frame, difficulties in integrating Heritage NOLA Bancorp, increased competitive pressures, changes in the interest rate environment, changes in general economic conditions, legislative and regulatory changes that adversely affect the business in which Heritage NOLA Bancorp is engaged, changes in the securities markets and other risks and uncertainties.
Additional Information
Heritage NOLA Bancorp will provide its shareholders with a proxy statement and other relevant documents concerning the proposed transaction. Shareholders of Heritage NOLA Bancorp are urged to read the proxy statement and any amendments or supplements to those documents because they will contain important information which should be considered before making any decision regarding the transaction.
Heritage NOLA Bancorp and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Heritage NOLA Bancorp in connection with the merger. Additional information regarding the interests of these participants and any other persons who may be deemed participants in the transaction may be obtained by reading the proxy statement regarding the proposed merger when it becomes available.
About MC Bancshares, Inc.
MC Bancshares, Inc. is the holding company for M C Bank & Trust Company, a Louisiana-chartered state bank. M C Bank first opened its doors in 1955 in Morgan City, Louisiana. On April 1, 1991, MC Bancshares was formed as a one-bank holding company with its solely owned subsidiary being Morgan City Bank & Trust Company. Simultaneous with the merger of the bank into the holding company, the Bank's name changed to M C Bank & Trust Company. The bank's headquarters are in Morgan City, and they have nine banking centers and offices in Louisiana: Amelia, Bayou Vista, Covington, Houma, Lafayette, Metairie, Morgan City, New Orleans, and Youngsville. M C Bank is a locally and privately owned institution focused on strengthening the communities in Louisiana. To learn more, visit www.mcbt.com.
About Heritage NOLA Bancorp, Inc.
Heritage NOLA Bancorp, Inc. is the holding company for Heritage Bank of St. Tammany, a federally chartered savings bank. The Bank, founded in 1924, is a community bank providing a variety of financial services to residents and businesses in and around St. Tammany Parish, Louisiana. To learn more about us, visit www.heritagebank.org.
Contacts:
Heritage NOLA Bancorp, Inc.
Contact: David Crumhorn, President and CEO
Telephone: (985) 892-4565
MC Bancshares, Inc.
Contact: Christopher LeBato, President and CEO
Telephone: (985) 384-2100
Email: CEO@mcbt.com
SOURCE Heritage NOLA Bancorp, Inc.; MC Bancshares, Inc.
