Independent Bank Group Shareholders Approve Merger

McKINNEY, TX—Shareholders of Independent Bank Group, Inc. (NASDAQ:), a Texas-based commercial banking institution, approved a merger with SouthState Corporation, marking a significant step in a union that would expand the regional footprint of both entities. The approval came during a special meeting held today, with a significant majority in favor of the all-stock transaction.

The proposal to endorse the Agreement and Plan of Merger, initially dated May 17, 2024, received overwhelming support, with 34,707,889 votes for, 510,726 against, and 56,636 abstaining. The merger, pending customary closing conditions and regulatory approvals, is set to consolidate IBTX with SouthState, enhancing their combined market presence.

Additionally, shareholders voted on a non-binding advisory proposal regarding executive compensation related to the merger. This proposal saw 8,104,801 votes for, 26,975,059 against, and 195,391 abstentions, indicating a mixed reception to the compensation arrangements.

The special meeting’s quorum was established with 35,275,251 shares represented, out of the 41,381,165 shares of common stock issued and outstanding as recorded on July 11, 2024. The necessity to vote on an adjournment to solicit additional proxies was obviated by the affirmative vote on the merger.

This merger is part of a strategic move within the banking industry to consolidate resources and expand service networks, which is becoming increasingly common as financial institutions seek to leverage their strengths in a competitive market.

In other recent news, Independent Bank (NASDAQ:) Group reported a net loss of $493.5 million for the second quarter due to a substantial goodwill impairment charge of $518.0 million. Despite this, the bank’s adjusted net income was $24.9 million, excluding the impairment and other non-recurring items. Additionally, the bank issued $175 million in subordinated notes under an underwriting agreement with Keefe, Bruyette & Woods, Inc., and U.S. Bancorp Investments, Inc.

In recent developments, Independent Bank Group is advancing its merger with SouthState Corporation, a move that has resulted in mixed analyst reactions. Piper Sandler upgraded Independent Bank Group’s stock from Underweight to Overweight, while Truist Securities downgraded the stock to Hold from Buy, both citing the impact of the merger.

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