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First Bancshares, Inc., to Acquire Whitney National Bank Branches on Mississippi Gulf Coast and in Bogalusa, Louisiana, from Hancock Bank of Louisiana and Whitney National Bank

2011-05-17 18:15 ET - News Release

HATTIESBURG, Miss. & GULFPORT, Miss. & NEW ORLEANS -- (Business Wire)

Executives of The First Bancshares, Inc. (Nasdaq: FBMS), Whitney National Bank, and Hancock Bank of Louisiana announced today that a subsidiary of The First Bancshares, Inc., The First, A National Banking Association, (www.TheFirstBank.com) (“the First”) has entered into a branch purchase and assumption agreement with Whitney National Bank (“Whitney”) and Hancock Bank of Louisiana (“Hancock”) to acquire seven Whitney branches located on the Mississippi Gulf Coast and one Whitney branch in Bogalusa, Louisiana. As part of the branch acquisition, The First expects to acquire approximately $68 million in loans and to assume approximately $195 million in deposits.

The First President & CEO M. Ray “Hoppy” Cole, Jr., commented, “The First is excited about the opportunity to more than double our presence along the Mississippi Gulf Coast, which we believe is a very attractive market, as well as expand into the neighboring Louisiana market. These eight branches have a loyal, long-term customer base, and we look forward to providing these customers with the continued personalized service you would expect from a community bank. We are pleased to welcome these Whitney branch customers and employees to The First.”

On December 22, 2010, Hancock Holding Company (Nasdaq: HBHC), parent company of Hancock, and Whitney Holding Corporation (Nasdaq: WTNY), parent company of Whitney , announced that the companies had entered into a definitive agreement for Hancock Holding Company to acquire Whitney Holding Corporation, subject to regulatory and shareholder approvals and other customary closing conditions. On May 17, 2011, Hancock and Whitney agreed to sell the eight Mississippi and Louisiana branches to the First to resolve certain branch concentration concerns of the U.S. Department of Justice relating to the merger of Whitney into Hancock.

The branch acquisition by The First is contingent on the closing of the proposed merger between Hancock Holding Company and Whitney Holding Corporation, which is expected to occur in the second quarter of 2011.


Chaffe & Associates, Inc., with Jonathan W. Briggs as lead investment banker, acted as financial advisor to The First, and Dover Dixon Horne PLLC, with lead attorney Garland W. Binns Jr., Esq., acted as its legal advisor. Watkins Ludlam Winter & Stennis, P.A., with lead attorney Craig N. Landrum, Esq. acted as legal advisor to Hancock Holding Company, and Alston & Bird LLP, with lead attorney Randolph A. Moore III, Esq. acted as legal advisor to Whitney Holding Corporation.

About The First Bancshares, Inc.

The First Bancshares, Inc., headquartered in Hattiesburg, Miss., is the parent company of The First, A National Banking Association. Founded in 1996, The First provides services competitive to those found at larger regional banks. The First has approximately $540 million in assets and currently has 10 locations operating in Hattiesburg, Laurel, Purvis, Picayune, Pascagoula, Bay St. Louis, Wiggins, and Gulfport, Miss. The company’s stock is traded on Nasdaq Global Market under the symbol FBMS. Information is available on the company’s website www.TheFirstBank.com.

About Hancock Holding Company

With approximately $8.1 billion in assets as of March 31, 2011, Hancock Holding Company is headquartered in Gulfport, Miss. Hancock operates 138 branches and more than 160 ATMs in Mississippi, Louisiana, Alabama, and Florida. Founded in 1899, Hancock Bank has ranked as one of America's strongest, safest financial institutions for more than 21 consecutive years; and Hancock Holding Company has rated as one of Forbes’ “100 Most Trustworthy Companies” for two years in a row. The Hancock financial services family also includes Hancock Investment Services, Inc.; Hancock Insurance Agency and its divisions of J. Everett Eaves and Ross King Walker; Magna Insurance Company; corporate trust offices in Gulfport and Jackson, Miss., New Orleans and Baton Rouge, La., and Orlando, Fla.; and Harrison Finance Company. More corporate information and e-Banking are available at www.hancockbank.com.

About Whitney Holding Corporation

Through its principal subsidiary Whitney National Bank, Whitney Holding Corporation offers commercial, retail, and international banking services plus brokerage, investment, trust, and mortgage services throughout the Gulf South region. With assets of approximately $11.5 billion as of March 31, 2011, Whitney has more than 150 locations and 200-plus ATMs across a five-state region, including Houston, Texas, southern Louisiana, coastal Mississippi, central and southern Alabama, the Florida Panhandle, and the metropolitan Tampa Bay area. Additional information is available at www.whitneybank.com.

“SAFE HARBOR” STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: Congress passed the Private Securities Litigation Act of 1995 in an effort to encourage corporations to provide information about companies’ anticipated future financial performance. This act provides a safe harbor for such disclosure, which protects the companies from unwarranted litigation if actual results are different from management expectations. This release contains forward-looking statements which are not historical facts and reflects management’s current views and estimates of future economic circumstances, industry conditions, company performance, and financial results. These forward-looking statements are subject to a number of factors and uncertainties which could cause Hancock’s, Whitney’s or the combined company’s actual results and experience to differ from the anticipated results and expectations expressed in such forward-looking statements. Forward-looking statements speak only as of the date they are made and neither Hancock nor Whitney assumes any duty to update forward-looking statements. In addition to factors previously disclosed in Hancock’s and Whitney’s reports filed with the SEC, the following factors among others, could cause actual results to differ materially from forward-looking statements or historical performance: the possibility that the proposed transaction does not close when expected or at all because required regulatory or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all; the terms of the proposed transaction may need to be modified to satisfy such approvals or conditions; the anticipated benefits from the proposed transaction such as it being accretive to earnings, expanding the combined company’s geographic presence and synergies are not realized in the time frame anticipated or at all as a result of changes in general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations (including changes to capital requirements) and their enforcement, and the degree of competition in the geographic and business areas in which the companies operate; the ability to promptly and effectively integrate the businesses of Whitney and Hancock; reputational risks and the reaction of the companies’ customers to the transaction; diversion of management time on merger-related issues; changes in asset quality and credit risk; the inability to sustain revenue and earnings; changes in interest rates and capital markets; inflation; customer acceptance of our products and services; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; and the impact, extent and timing of technological changes, capital management activities, and other actions of the Federal Reserve Board and federal and state banking regulators, and legislative and regulatory actions and reforms, including those associated with the Dodd-Frank Wall Street Reform and Consumer Protection Acts.


The First Bancshares, Inc.
M. Ray “Hoppy” Cole Jr., President & CEO
Dee Dee Lowery, EVP & CFO
Whitney National Bank
Trisha Voltz Carlson, SVP
Manager Investor Relations
Hancock Bank
Carl J. Chaney, President & CEO
Michael M. Achary, EVP & CFO
800-522-6542 or 228-868-4725

Source: The First Bancshares, Inc.

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