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Texas-based Independent Bank beat rival's $400M-$425M offer for Carlile


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Texas-based Independent Bank beat rival's $400M-$425M offer for Carlile

There were four institutions that Carlile Bancshares Inc.'s board believed had the greatest strategic interest in the Fort Worth, Texas-based company and could best enhance Carlile shareholder value based on the previous discussions with these institutions and Carlile's financial analyses of their capacity to fund a strategic transaction.

All four were interested in a deal with Carlile, but two of them never made proposals that included the potential terms for a transaction. McKinney, Texas-based Independent Bank Group Inc. and another bank indicated a desire to provide transaction proposals.

Independent provided Carlile with an oral indication of interest in early September 2016 that provided for total consideration of $481.25 million, which consisted of $400.0 million of Independent common stock and $81.25 million in a preclosing cash distribution by Carlile to its shareholders.

The other suitor orally indicated around the same time that it would be interested in acquiring Carlile in an all-stock transaction with consideration within a range of $400 million to $425 million.

Carlile eventually went with Independent, with the parties agreeing on aggregate merger consideration value of $434.0 million based on $47.40 per Independent common share, which was roughly the average of the daily volume-weighted average sales price per Independent common share for the 20 consecutive trading days during November 2016.

Carlile would also be permitted to make pre-closing distributions of up to $55.3 million, provided that Carlile delivered adjusted tangible equity of at least $200 million at closing. It was also agreed that Carlile's outstanding stock options would be canceled and paid in cash at closing.

The deal was announced Nov. 21, 2016.