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Published on 6/21/2007 in the Prospect News Special Situations Daily.

Renasant, Capital Bancorp modify merger agreement, upping payment per share

By Lisa Kerner

Charlotte, N.C., June 21 - Renasant Corp. has agreed to change the stock portion of the merger consideration payable in connection with its acquisition of Capital Bancorp, Inc., increasing the number of shares of Renasant common stock exchanged for each common share of Capital Bancorp to 1.2306 from 1.2659.

This change does not affect the $38-per-share cash consideration.

Under the companies' Feb. 5 merger agreement, Capital could terminate the deal based on changes in the average per-share closing price of its stock in a 20-day period or based on a decline in Renasant's stock price under certain conditions.

Both triggering events have occurred, according to a company news release. Renasant agreed to revise the exchange ratio without the need for Capital Bancorp to terminate the agreement.

Capital Bancorp shareholders will vote on the merger on June 27. The stock and cash transaction is valued at about $134.9 million.

Both companies' boards have unanimously approved the transaction, which is slated to close early in the third quarter of 2007.

Renasant, based in Tupelo, Miss., is the parent of Renasant Bank and Renasant Insurance.

Capital Bancorp, a Nashville-based bank holding company, is the parent of Capital Bank & Trust Co.


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