Cadence Bank to Acquire Industry Bancshares, Inc.

Cadence has signed a merger agreement with Industry Bancshares, Inc., the bank holding company for Bank of Brenham, Citizens State Bank, Fayetteville Bank, Industry State Bank, The First National Bank of Bellville and The First National Bank of Shiner

HOUSTON and TUPELO, Miss., April 25, 2025 /PRNewswire/ -- Cadence Bank (NYSE: CADE) announced today the signing of a definitive merger agreement with Industry Bancshares, Inc., the bank holding company for Bank of Brenham, Citizens State Bank, Fayetteville Bank, Industry State Bank, The First National Bank of Bellville and The First National Bank of Shiner.

Founded in 1911 and headquartered in Industry, Texas, Industry Bancshares operates 27 full-service branches across Central and Southeast Texas. The merger will meaningfully expand Cadence Bank's Texas presence in attractive, growing markets within the state, delivering a strong core deposit base built on long-term customer relationships and deep local connections. As of March 31, 2025 (unaudited), Industry Bancshares reported total assets of $4.4 billion, total loans of $1.1 billion and total deposits of $4.5 billion.

Under the terms of the merger agreement, Cadence Bank will, based upon Industry Bancshares' equity capital at the closing of the transaction, pay between $20 million and $60 million in cash for all of Industry Bancshares' outstanding common stock, subject to certain conditions and potential adjustments.

"What makes this alliance so impactful is that Cadence Bank's community banking foundation aligns well with the community focus of Industry Bancshares' six bank subsidiaries," said Dan Rollins, chairman and CEO of Cadence Bank. "We are all deeply focused on taking care of our customers and the communities we serve. Because we operate in very similar markets across Texas and the South, we understand the needs of these local economies and can bring expanded product offerings and increased lending opportunities to fuel future growth. Furthermore, with our banking services and technology, we will be able to deliver an enhanced customer experience and help even more customers reach their financial goals."

Upon completion of the transaction, Doak Hartley, Michelle Hodge, Mike Mueller, Brent Jones, Gary Durrenberger, Kyle Holloway, Lisa Moeller and Mike Kalina are expected to continue in key roles in their respective communities with the combined organization. Customers of Industry's six bank subsidiaries will continue to receive the same exemplary service they have come to expect from the bankers they know and trust.

"This merger represents an exciting new chapter for our customers and communities," states Carl J. Chaney, executive chairman of Industry Bancshares. "Cadence shares our deep commitment to building strong relationships and doing what is right for our customers and communities. With their scale, resources and relationship-driven approach, this merger will allow continued personal service and trusted expertise our customers depend on."

The merger has been unanimously approved by the boards of directors of Cadence Bank and Industry Bancshares. In addition to regulatory and shareholder approvals and the satisfaction of other customary closing conditions, the closing of the transaction is also conditioned upon Industry Bancshares's equity capital meeting a minimum amount at closing. It is targeted to close during the second half of 2025.

Industry Bancshares was advised in this transaction by Hovde Group LLC as financial advisor and Alston & Bird LLP as legal counsel. Cadence Bank was advised in this transaction by UBS Investment Bank as financial advisor and Sullivan & Cromwell LLP as legal counsel.

In addition to the information contained within this news release, an investor presentation has been posted on Cadence's Investor Relations site and has been furnished as an exhibit to a Current Report on Form 8-K filed with the Federal Reserve. The presentation contains additional information regarding the merger with Industry Bancshares. Cadence will host an Investor Relations call related to the transaction on Monday, April 28 at 8:30 a.m. CT at https://app.webinar.net/DQOGoJ3paqw.  

For more information about Cadence Bank, visit CadenceBank.com.

About Cadence Bank
Cadence Bank (NYSE: CADE) is a $50 billion regional financial services company committed to helping people, companies and communities prosper. With more than 350 locations spanning the South and Texas, Cadence offers comprehensive banking, investment, trust and mortgage products and services to meet the needs of individuals, businesses and corporations. Accolades include being recognized as one of the nation's best employers by Forbes and U.S. News & World Report and as a 2025 America's Best Banks by Forbes. Cadence maintains corporate offices in Houston, Texas and Tupelo, Mississippi, and has dutifully served customers for nearly 150 years. Learn more at www.cadencebank.com. Cadence Bank, Member FDIC. Equal Housing Lender.

Forward-Looking Statements
Certain statements contained in this press release may not be based upon historical facts and 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. These forward-looking statements may be identified by their reference to a future period or periods or by the use of forward-looking terminology such as "anticipate," "believe," "could," "continue," "seek," "intend," "estimate," "expect," "foresee," "hope," "may," "might," "plan," "should," "predict," "project," "goal," "outlook," "potential," "will," "will result," "will likely result," or "would" or future or conditional verb tenses and variations or negatives of such terms. These forward-looking statements include, without limitation, those relating to the terms, timing and closing of the merger, the benefits and synergies expected from the merger, and the ability of Cadence Bank to close the merger in a timely manner or at all.

Cadence Bank cautions readers not to place undue reliance on the forward-looking statements contained in this press release, in that actual results could differ materially from those indicated in such forward-looking statements as a result of a variety of factors, many of which are beyond the control of Cadence Bank. These factors may include, but are not limited to, the ability of Cadence Bank and Industry Bancshares, Inc. to complete the merger, the ability of Cadence Bank and Industry Bancshares, Inc. to satisfy the conditions to the completion of the merger, including the approval of the merger by Industry Bancshares, Inc.'s shareholders and the receipt of all regulatory approvals required for the merger on the terms expected in the merger agreement, the ability of Cadence Bank and Industry Bancshares, Inc. to meet expectations regarding the timing, completion and accounting and tax treatments of the merger, the potential impact upon Cadence Bank of any delay in the closing of the merger, the possibility that any of the anticipated benefits, cost savings and synergies of the merger will not be realized or will not be realized as expected, the ability of Cadence Bank to manage interest rate risk, the ability of Cadence Bank to sell the acquired securities portfolio and the pricing thereof; the acceptance by customers of Industry Bancshares, Inc. of Cadence Bank's products and services if the merger closes, the failure of the merger to close for any other reason, the effect of the announcement of the merger on Cadence Bank's operating results, the possibility that the merger may be more expensive or time consuming to complete than anticipated, including as a result of unexpected factors or events, and the impact of all other factors generally understood to affect the assets, business, cash flows, financial condition, liquidity, prospects and/or results of operations of financial services companies and the other factors described under the caption "Risk Factors" in the Form 10-K. Forward-looking statements speak only as of the date of this press release and, except as required by law, Cadence Bank does not undertake any obligation to update or revise forward-looking statements to reflect events or circumstances that occur after the date of this press release.

Additional Information and Participants in the Solicitation
This communication is being made in respect of the merger of Industry Bancshares, Inc. discussed in this press release. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. In connection with the merger, Industry Bancshares, Inc. will deliver a proxy statement to the shareholders of Industry Bancshares, Inc. seeking approval of the merger and related matters. THE SHAREHOLDERS OF INDUSTRY BANCSHARES, INC. ARE ENCOURAGED TO READ THE PROXY STATEMENT CAREFULLY IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER, CADENCE BANK AND INDUSTRY BANCSHARES, INC.

Cadence Bank and Industry Bancshares, Inc., and certain of their respective directors, executive officers and other members of management and employees, may be deemed to be participants in the solicitation of proxies from the shareholders of Industry Bancshares, Inc. in respect of the merger. Certain information about the directors and executive officers of Cadence Bank is set forth in its Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the Board of Governors of the Federal Reserve on Feb 21, 2025 (the "Form 10-K"), and in its proxy statement for its 2025 annual meeting of shareholders, which was filed with the Board of Governors of the Federal Reserve on March 14, 2025. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the proxy statement and related offering memorandum when they become available.

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SOURCE Cadence Bank