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Hancock acquiring Whitney in stock-for-stock deal

GULFPORT — Hancock Holding Company, parent company of Hancock Bank, and Whitney Holding Corporation have entered into a definitive agreement for Whitney to merge into Hancock in a stock-for-stock transaction. The transaction was approved unanimously by both companies’ boards of directors.

Under the terms of the agreement, subject to shareholder and regulatory approval and other customary conditions, shareholders of Whitney Holding Company will receive 0.418 shares of Hancock Holding Company common stock in exchange for each share of Whitney common stock. The value of a Whitney share would be $15.48 based on Hancock’s closing price Dec. 21, 2010, of $37.04, a premium of 42 percent to Whitney’s closing price of $10.87 on the same date.

Upon completion of the transaction, the combined company will have approximately $20 billion in total assets, $16 billion in deposits, $12 billion in loans, 305 branches, 390 ATMs and almost 5,000 employees across the five contiguous states of Texas, Louisiana, Mississippi, Alabama and Florida. Subject to the receipt of requisite approvals, Hancock expects to purchase all of Whitney’s TARP preferred stock and warrants held by the U.S. Treasury from the U.S. Treasury at closing.

Hancock says it expects to realize substantial cost savings of $134 million on a pre-tax basis once fully phased in by 2013 and anticipates that the transaction will be 10 percent accretive to earnings in 2012 and 19 percent accretive once the synergies are fully phased in for 2013.

Following the merger, Hancock anticipates an eight percent tangible common equity ratio after restructuring charges and an anticipated common stock raise of approximately $200 million.

Five members of the Whitney board of directors will join the Hancock board upon completion of the merger.

“Hancock and Whitney were both founded to facilitate commerce and opportunities for people throughout the Gulf South region. We believe this agreement presents an unprecedented opportunity to enhance shareholder value and strengthen the financial options available to individuals and businesses from Texas to Central Florida,” said Hancock CEO Carl J. Chaney.

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