ViewPoint Financial Group, Inc. to Acquire Highlands Bancshares, Inc.; Kevin Hanigan Named to Become President and CEO; ViewPoint Announces Approval of National Bank Charter

ViewPoint Financial Group, Inc.

and Highlands Bancshares, Inc. announced today that they have entered into a definitive merger agreement whereby ViewPoint will acquire Highlands and its subsidiary bank, the First National Bank of Jacksboro, in a stock-for-stock transaction. This strategic acquisition increases ViewPoint's footprint in the Dallas marketplace while maintaining ViewPoint's strong capital position. Under the terms of the agreement, each outstanding share of Highlands common stock will be exchanged for 0.6636 shares of ViewPoint stock upon closing. Based upon ViewPoint's closing common stock price on December 7, 2011 of $12.88, the transaction has an aggregate implied value of approximately $71.0 million, in ViewPoint common shares. In addition, ViewPoint announced that Kevin Hanigan, the President, Chief Executive Officer and Chairman of the Board of Directors of Highlands Bancshares, Inc., will assume the role of President and Chief Executive Officer of ViewPoint Financial Group, Inc. and ViewPoint Bank upon the closing of the acquisition. Highlands, which is a privately owned commercial bank headquartered in the demographically attractive Preston Center area of Dallas, has approximately $508 million in assets, $296 million in loans, $381 million in deposits, and six banking locations in North Texas. The combined organization will have 31 banking offices serving individuals and businesses within the Dallas/Fort Worth Metroplex and North Texas, and at closing will have approximately $3.5 billion in assets, including $2.0 billion in loans and $2.4 billion in deposits.