Triumph Bancorp, Inc. To Acquire National Bancshares, Inc.

Triumph Bancorp, Inc., parent of Triumph Savings Bank, SSB, headquartered in Dallas, Texas, has signed a definitive agreement to acquire National Bancshares, Inc., parent of THE National Bank, headquartered in Bettendorf, Iowa.

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Dallas, Tx (PRWEB) April 24, 2013

Triumph Bancorp, Inc., parent of Triumph Savings Bank, SSB, headquartered in Dallas, Texas, has signed a definitive agreement to acquire National Bancshares, Inc., parent of THE National Bank, headquartered in Bettendorf, Iowa.

National Bancshares, Inc. is a $945 million bank holding company. Its community banking subsidiary, THE National Bank, member FDIC and Equal Housing Lender, offers personal checking accounts, savings accounts, CDs, money market, HSA, IRA, NOW and business accounts, as well as consumer, commercial and mortgage loans from 19 branches and 3 loan production offices located throughout Iowa, Illinois and Wisconsin.

“Triumph’s acquisition of National Bancshares will provide immediate and long-term benefits to both of our organizations,” commented Aaron P. Graft, President and CEO of Triumph Bancorp, Inc. “We are excited to welcome the customers and staff of National Bancshares and THE National Bank to the Triumph Bancorp group of companies.”

John D. DeDoncker, President and CEO of THE National Bank commented, "We are excited to join a dynamic and caring organization with a track record of strong growth. We expect this transaction to provide value to our shareholders and our customers, who will continue to experience the same level of prompt, professional and personal service they are accustomed to from THE National Bank. By partnering with Triumph we will be able to offer our customers expanded products currently not offered by THE National Bank, including equipment leasing, factoring and asset based lending. THE National Bank will operate as a stand-alone subsidiary of Triumph and will continue to support local economic and civic development.”

The agreement provides for Triumph Bancorp, Inc. to acquire National Bancshares, Inc., resulting in $1.2 billion in total assets and pro forma capital of over $150 million for the combined organization. The agreement is subject to customary closing conditions and regulatory approval and is expected to close in the third quarter of 2013. Triumph Bancorp, Inc. was advised in this transaction by Commerce Street Capital, LLC as financial advisor and Beard, Kultgen, Brophy, Bostwick, Dickson & Squires, LLP as legal counsel. Sandler O'Neill + Partners L.P. acted as financial advisor and rendered a fairness opinion to the Board of Directors of National Bancshares, Inc. in connection with this transaction. Lane & Waterman LLP acted as legal counsel to National Bancshares, Inc.

About Triumph Bancorp, Inc.

Triumph Bancorp, Inc., based in Dallas, Texas, is a financial holding company with interests in wholesale banking, commercial finance and investment management. In November 2010, Triumph Bancorp, Inc. acquired and recapitalized its subsidiary bank, Triumph Savings Bank, SSB, which was then known as Equity Bank, SSB. Triumph brings creativity, diligence and innovation to all of our investments. Members of the Triumph Bancorp, Inc. group include Triumph Savings Bank, SSB,Triumph Commercial Finance, LLC, Triumph Capital Advisors, LLC, Triumph CRA Holdings, LLC and Advance Business Capital LLC.

In connection with the proposed acquisition of National Bancshares, Inc. by Triumph Bancorp, Inc., Triumph Bancorp expects to deliver a private placement memorandum that will include a proxy statement of National Bancshares, and the final proxy statement/private placement memorandum will be mailed to shareholders of National Bancshares. SHAREHOLDERS OF NATIONAL BANCSHARES ARE URGED TO READ THE PROXY STATEMENT/PRIVATE PLACEMENT MEMORANDUM AND OTHER RELEVANT DOCUMENTS IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

The proxy statement/private placement memorandum shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a private placement memorandum.

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FORWARD LOOKING STATEMENTS

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause Triumph Bancorp's or National Bancshares’s actual results, performance or achievements to be materially different from any expected future results, performance, or achievements. Forward-looking statements speak only as of the date they are made and neither Triumph Bancorp nor National Bancshares assumes any duty to update forward looking statements. Such forward-looking statements include, but are not limited to, statements about the benefits of the business combination transaction involving Triumph Bancorp and National Bancshares, including future financial and operating results, the combined company's plans, objectives, expectations and intentions and other statements that are not historical facts. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: (i) the possibility that the merger does not close when expected or at all because required regulatory, shareholder or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all; (ii) the risk that the benefits from the transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which National Bancshares operates; (iii) the ability to promptly and effectively integrate the businesses of Triumph Bancorp and National Bancshares; (iv) the reaction of the companies' customers, employees and counterparties to the transaction; and (v) diversion of management time on merger-related issues.


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