MCKINNEY, Texas and DENVER, Colo.–(GLOBE NEWSWIRE)–Independent Bank Group, Inc. (NASDAQ:IBTX), the holding company for Independent Bank, and Guaranty Bancorp (NASDAQ:GBNK), the holding company for Guaranty Bank and Trust Company, today jointly announced the signing of a definitive merger agreement pursuant to which Guaranty Bancorp will merge with and into Independent Bank Group in an all-stock transaction. Upon completion of the merger, Guaranty Bank and Trust Company will be merged with and into Independent Bank.
Guaranty Bancorp, through Guaranty Bank and Trust Company, operates from its main office in Denver with 32 branches strategically located along the Colorado Front Range, including 14 locations in the Denver metropolitan area. As of March 31, 2018, Guaranty Bancorp, on a consolidated basis, reported total assets of $3.7 billion, total deposits of $3.0 billion, and total tangible common equity of $324.8 million.
Independent Bank Group Chairman and Chief Executive Officer David R. Brooks stated “We are thrilled to announce the acquisition of Guaranty Bancorp. This transaction represents the build out of our Colorado footprint through the acquisition of a high quality bank operating in dynamic markets along the Front Range.” Brooks continued, “Guaranty is the premier Colorado banking franchise and brings a committed management team, consistent level of high profitability, clean balance sheet, strong core deposit base, and a track record of growth. We are delighted to welcome Guaranty’s clients, shareholders, and employees to Independent Bank Group.”
“We are pleased to partner with an organization that shares our approach to community banking,” said Guaranty Bancorp President and Chief Executive Officer Paul W. Taylor. “Our clients and employees will benefit by joining a bank with a commitment to exceptional customer service and community investment. We believe our franchise will meaningfully contribute to the combined organization and that Independent Bank Group is the ideal partner for maximizing the long-term value of our company for our shareholders.”
Under the terms of the merger agreement, shareholders of Guaranty Bancorp will receive 0.45 shares of IBTX common stock for each share of GBNK common stock. The aggregate consideration is valued at approximately $1.0 billion, or approximately $35.37 per GBNK share, based on the closing price of IBTX common stock of $78.60 on May 21, 2018. Independent Bank Group expects the acquisition to be ~6.5% accretive to earnings per common share in 2020, and ~4.7% dilutive to tangible book value per share at closing with an earnback period of 3.1 years.
Upon consummation of the transaction, Mr. Taylor and Edward B. Cordes, Guaranty Bancorp’s Chairman of the Board, will join the Board of Directors of Independent Bank Group. Michael B. Hobbs, President of Guaranty Bank and Trust Company, has entered into an employment agreement with Independent Bank and will serve as Colorado Market CEO upon closing.