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Independent's offer for Integrity defeated rival's $160M bid

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Independent's offer for Integrity defeated rival's $160M bid

Late in 2017, McKinney, Texas-based Independent Bank Group Inc. said it was acquiring Houston-based Integrity Bancshares Inc. in a deal valued at about $164.3 million, based on the buyer's closing price of $64.05 on Nov. 27, 2017.

Independent's closest rival for Integrity was a bank holding company that proposed to acquire Integrity for aggregate consideration of $160.0 million in a 30%-cash-and-70%-stock deal.

Integrity received the nonbinding written letter of intent from that bank holding company on Oct. 18, 2017. That company was not publicly traded at the time.

Two days earlier, Integrity received a nonbinding written expression of interest letter from Independent proposing an acquisition of Integrity for 2,072,131 Independent common shares and $31.6 million in cash. This reflected aggregate consideration of roughly $158.0 million, based on a value of $61.00 per share of Independent common stock, which was the approximate market price of an Independent common share at that time.

Integrity's board concluded that the terms included in the expression of interest from Independent would provide the most favorable overall shareholder value. The two companies' proposed deal was announced on Nov. 28, 2017.