Sterling Bancshares has entered into a definitive agreement to buy First Houston Bancshares and its Houston National Bank subsidiary.

The deal, a stock swap valued at about $25 million based on Sterling's recent trading price, would add $132 million of assets and one more office to Sterling's $725 million of assets and 14 offices in the Houston area.

The acquisition, pending all regulatory and shareholder approvals, is expected to close in the third quarter.

Sterling also entered into a letter of intent giving it the right to acquire up to 20% of Altair Corp., a software company First Houston spun off to its shareholders in December 1995.

Altair, which specializes in developing, marketing, and supporting financial services systems, fueled much of the growth at Houston National, which more doubled in size since 1993. The ability to license specifically designed software from Altair allowed the bank to attract and retain about $55 million in deposits from trustees for federal bankruptcy cases. The 20% stake in Altair would cost Sterling $750,000 in addition to whatever it pays for First Houston.

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