According to the Complaint, MidSouth Bancorp is a bank holding company that, through its subsidiary
MidSouth Bank, N.A., provides community banking products and services to commercial and
retail customers in the United States. The Company delivers a range of deposit products, such as
interest-bearing and noninterest-bearing checking accounts, money market, savings accounts,
investment accounts, and NOW account deposits, as well as time deposits, such as certificates of
deposit; and commercial and industrial, commercial real estate, and consumer loans, as well as
other loans secured by real estate.
On April 30, 2019, MidSouth Bancorp entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Hancock Whitney, whereby MidSouth Bancorp will merge with and into Hancock Whitney, with Hancock Whitney as the sole surviving corporation in the merger (the “Merger”). Immediately following the completion of the Merger or at such later time as Hancock Whitney may determine in its sole discretion, MidSouth Bank, N.A., a wholly owned bank subsidiary of MidSouth (“Merger Sub”), will merge with and into Hancock Whitney Bank, a wholly owned bank subsidiary of Hancock Whitney (which we refer to as the “Bank Merger”), with Hancock Whitney Bank as the surviving entity in the Bank Merger.
Pursuant to the terms of the Merger Agreement, MidSouth Bancorp shareholders will receive 0.2952 shares of Hancock Whitney per share of MidSouth Bancorp in a stock-forstock transaction. The consummation of the Proposed Transaction is subject to certain closing conditions, including the approval of the stockholders of MidSouth Bancorp.
The Complaint alleges that on August 13, 2019, in order to convince MidSouth Bancorp’s stockholders to
vote in favor of the Proposed Transaction, the Board authorized the filing of a materially incomplete and misleading proxy statement with the SEC, in violation of Sections 14(a) and 20(a) of the Exchange Act.
This case was voluntarily dismissed on September 13, 2019.