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Cadence sets December vote on bank sale

November 6, 2010

Shareholders of Cadence Bank will vote in early December on whether to take the bank private and sell their stakes in the publicly-traded financial company.
A proxy statement filed with the Securities and Exchange Commission dated Wednesday sets the meeting for Dec. 9 at 10 a.m. CST.
Specifically, bank officials ask shareholders to vote on two matters.
These are:
• The Oct. 6 agreement and merger plan to allow the merger of Maroon Acquisition Corp. – a wholly-owned subsidiary of Community Bancorp (CBC) – and Cadence, with Cadence continuing as a fully-owned subsidiary of CBC.
• Whether to adjourn the meeting to a later time to allow further proxy solicitation of proxies in case there are not sufficient votes at meeting time to approve the items set for consideration.
The Cadence board recommends approval of both items, the proxy filing shows.
The filing shows Cadence officials were to begin mailing the proxy statement to shareholders beginning on or around Friday.
In addition to paying $2.50 per share in cash to those who hold common stock, the deal calls for CBC to purchase the $44 million in preferred stock shares from the U.S. Treasury for a price of approximately $38 million.
If the merger does not take place for any reason, shareholders will “not receive the merger consideration, our current management, under the direction of our board, will continue to manage us as a stand-alone, independent business, and the value of shares of our common stock will continue to be subject to the risks and uncertainties identified in our Annual Report,” a document in the proxy statement reads.
In October, Cadence decided to halt a planned merger with Jackson-based Cadence in favor of the arrangement with CBC, founded in 2009 to invest in community banks.
Paul B. Murphy Jr., CBC’s CEO and president, is a Mississippi State University alumnus.
In late October, a shareholder filed suit in New York state over the deal with CBC, alleging the bank’s managers entered into the deal for personal gain. Cadence officials said the suit is without merit.
Cadence’s stock closed down 1 cent Friday at $2.44 a share.

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