Magna Bank Shareholders Approve Combination with Pinnacle Bank

Shareholders of Magna Bank (“Magna”) today voted overwhelmingly in favor of the proposed merger of Magna with Pinnacle Bank, a wholly owned subsidiary of Pinnacle Financial Partners, Inc. (Nasdaq/NGS: PNFP) (“Pinnacle”).

Subject to the satisfaction of the remaining closing conditions contained in the merger agreement, the transaction is expected to close late in the third quarter. At that time Pinnacle will have total assets of more than $8 billion and operate 42 offices in 13 counties, including all four of Tennessee’s urban markets.

“We have planned for quite some time to build a presence in all of Tennessee’s four urban markets, and this merger is the last critical piece of that puzzle,” said M. Terry Turner, Pinnacle’s president and chief executive officer. “Magna has built a successful franchise in Memphis, and together we believe we will continue to attract the best bankers and grow to at least $2.5 billion in assets in the market over the long term.”

Pinnacle anticipates Magna will begin using the Pinnacle name in November 2015 when the operations of the companies are combined. In the interim, clients should continue to bank with Magna as they always have, using their existing checks, ATM/debit cards, payment coupons, etc. until the companies combine their operations.

“Pinnacle and Magna both focus on creating great work environments and providing service that sets us apart from the larger regional banks with which we compete,” Kirk P. Bailey, Magna’s chairman, president and chief executive officer. “We are eager to show the Memphis market how much we can accomplish even more as a combined firm.”

When the operations of the two institutions are combined, Pinnacle’s existing clients will gain the convenience of another five locations in Memphis. Magna clients will have available to them more locations across the state and a wider array of services, including expanded wealth management capabilities and treasury management services. 

 

About Pinnacle

Pinnacle Financial Partners provides a full range of banking, investment, trust, mortgage and insurance products and services designed for businesses and their owners and individuals interested in a comprehensive relationship with their financial institution.

The firm began operations in a single downtown Nashville location in October 2000 and has since grown to approximately $6.5 billion in assets at June 30, 2015. At June 30, 2015, Pinnacle is the second-largest bank holding company headquartered in Tennessee, with 29 offices in eight Middle Tennessee counties and five offices in Knoxville. The firm expanded to West Tennessee in April 2015 with a loan-production office in Memphis. Additionally, Great Place to Work^® named Pinnacle one of the best workplaces in the United States on its 2014 Best Small & Medium Workplaces list published in FORTUNE magazine. The American Banker also recognized Pinnacle as the second best bank to work for in the country.

Additional information concerning Pinnacle, which is included in the NASDAQ Financial-100 Index, can be accessed at www.pnfp.com.

 

About Magna

Magna Bank is a vibrant community bank based in Memphis with a vision of becoming the dominant community bank in the area. Magna is a leader among locally owned banks in Memphis in residential and commercial mortgage lending, small business lending and private banking. Magna offers a full array of banking services and prides itself in being large enough to serve its customers’ needs, yet small enough to offer the best customer service available. For more information, please visit: www.magnabank.com.

 

Forward-Looking Statements

 

All statements, other than statements of historical fact included in this release, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  The words "expect," "anticipate," "intend," "plan," “aim,” "believe," "seek," “should,” "estimate" and similar expressions are intended to identify such forward-looking statements, but other statements not based on historical information may also be considered forward-looking including statements about the benefits to Pinnacle of the proposed merger transaction with Magna, Pinnacle’s future financial and operating results (including the anticipated impact of the merger with Magna on Pinnacle’s earnings and tangible book value) and Pinnacle's plans, objectives and intentions.  All forward-looking statements are subject to risks, uncertainties and other facts that may cause the actual results, performance or achievements of Pinnacle to differ materially from any results expressed or implied by such forward-looking statements. Such factors include, among others, (1) the risk that the cost savings and any revenue synergies from the merger with Magna may not be realized or take longer than anticipated to be realized, (2) disruption from the merger with Magna with customers, suppliers or employee relationships, (3) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement with Magna, (4) the risk of successful integration of Magna’s business with Pinnacle’s business, (5) the amount of the costs, fees, expenses and charges related  to the merger, (6) reputational risk and the reaction of the parties’ customers to the proposed merger, (7) the failure of the closing conditions to be satisfied, (8) the risk that the integration of Magna’s operations with Pinnacle’s will be materially delayed or will be more costly or difficult than expected, (9) the possibility that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (10) the dilution caused by Pinnacle’s issuance of additional shares of its common stock in the merger and (11) general competitive, economic, political and market conditions.  Additional factors which could affect the forward looking statements can be found in Pinnacle’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with or furnished to the SEC and available on the SEC's website at http://www.sec.gov. Pinnacle and Magna disclaim any obligation to update or revise any forward-looking statements contained in this release which speak only as of the date hereof, whether as a result of new information, future events or otherwise.

 

 

###