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BancorpSouth to merge with Ouachita Bancshares

BancorpSouth, Inc. (BXS) the parent company of BancorpSouth Bank, (collectively referred to as "BancorpSouth") announced the signing of a definitive merger agreement with Ouachita Bancshares Corp. and its wholly owned subsidiary, Ouachita Independent Bank (collectively referred to as "OIB") headquartered in Monroe, Louisiana, whereby Ouachita Bancshares Corp. will be merged with and into BancorpSouth, Inc.

Ouachita Independent Bank operates twelve (12) full-service banking offices; six (6) in the Monroe-West Monroe, Louisiana area, four (4) in the Shreveport-Bossier City, Louisiana area, and two (2) in the Bastrop, Louisiana area. Additionally, OIB currently operates loan production offices in Madison, Mississippi and Natchitoches, Louisiana. As of December 31, 2013 (unaudited), OIB, on a consolidated basis, reported total assets of $652.5 million, total loans of $477.8 million and total deposits of $549.7 million.

Under the terms of the definitive agreement, BancorpSouth will issue a maximum of 3,675,000 shares of BancorpSouth common stock plus $22.875 million in cash for all outstanding shares of Ouachita Bancshares Corp. capital stock, subject to certain conditions and potential adjustments. The terms of the agreement provide for a collar with respect to the total deal value ranging from $99 million to $112 million. If necessary, the share count will be adjusted downward or the cash consideration adjusted upward to accommodate the respective boundaries of the collar.

"We are very pleased to announce the first bank transaction for our Company since 2007," commented Dan Rollins, Chief Executive Officer of BancorpSouth. "We are excited about the opportunity to partner with the professionals at OIB. I would like to welcome their outstanding team to the BancorpSouth family. Our management has the utmost respect for the manner in which their bankers take care of customers and transact business. We are extremely impressed with the reputation and respect that OIB has developed in the markets that we serve. This transaction will give us the opportunity to significantly enhance our market share in both the Monroe-West Monroe and Shreveport-Bossier City markets. It will also provide an opportunity to enter the Bastrop market, a market which we’ve not previously served. OIB customers can expect to continue to receive the same level of personal service to which they have become accustomed, with the added advantage of additional BancorpSouth products and resources."

"We have always respected BancorpSouth as a competitor and the presence that they have developed along the I-20 corridor," stated Clyde White, Chairman and former Chief Executive Officer of Ouachita Bancshares Corp. "We are excited for our customers, employees, and shareholders to have the opportunity to partner with an organization like BancorpSouth. We look forward to our relationship with Dan and the entire BancorpSouth team."

Kevin Koh, Chief Executive Officer of Ouachita Independent Bank added, "BancorpSouth is a great cultural fit with an operating style that is very similar to that of our Company. Both banks have a longstanding reputation for their commitment to the communities they serve as well as the customer-focused models that both operate. We believe these core fundamental similarities will make for a very seamless and successful transition over to the BancorpSouth team."

Clyde White, who recently retired from active day-to-day management of OIB, will continue to serve as Chairman of the Board of OIB until the merger is completed. Kevin Koh will continue to serve as OIB’s Chief Executive Officer until the merger is completed. After that date, he will become BancorpSouth’s Division President with responsibility for Northeast Louisiana markets including Monroe-West Monroe. Lee Copeland, BancorpSouth’s Division President for North Louisiana will continue to serve as Division President for BancorpSouth’s Northwest Louisiana markets including Shreveport. Chris Windham, OIB’s Chief Lending Officer, upon consummation of the merger, will serve as Senior Lender for the Northeast Division. L.J. Holland, BancorpSouth’s Monroe-West Monroe Market President will continue in his role.

The merger has been unanimously approved by the Boards of Directors of both companies and is expected to close during the second quarter of 2014. The transaction is subject to certain conditions, including the approval by OIB’s shareholders and customary regulatory approvals. Operational integration is anticipated to begin during the second quarter of 2014.

OIB was advised in this transaction by Sheshunoff & Co as financial advisor and Fenimore, Kay, Harrison & Ford, LLP as legal counsel. Bracewell & Guiliani LLP was legal counsel to BancorpSouth.