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Independent Bank Group To Buy Integrity Bancshares In Cash, Stock Deal

Independent Bank Group, Inc. (IBTX), the holding company for Independent Bank, announced Tuesday that it has entered into a definitive agreement to acquire Integrity Bancshares, Inc. and its subsidiary, Integrity Bank SSB, Houston, Texas.

Under the deal terms, Independent Bank Group will issue 2.07 million of its shares and pay cash in the aggregate amount of $31.6 million to the shareholders and option holders of Integrity.

If Integrity's tangible equity is greater than $84 million at closing, Integrity will be permitted to pay a pre-closing cash distribution to its shareholders in an amount equal to any such excess. The cash portion of the merger consideration will be reduced on a dollar for dollar basis to the extent that Integrity's tangible equity is less than $84 million at closing.

The merger has been approved by the Boards of Directors of both companies. The deal is expected to close during the second quarter of 2018, although delays may occur.

The transaction is subject to certain conditions, including the approval by shareholders of Integrity, and customary regulatory approvals.

Integrity Bancshares, through Integrity Bank, operates four full service banking locations in the Houston metropolitan area. As of September 30, Integrity Bancshares, on a consolidated basis, reported total assets of $805 million, total deposits of $679 million, and total equity capital of $84 million.

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