Southern Missouri Bancorp and Ozarks Legacy Community Financial Announce Agreement to Merge
June 21 2013 - 6:00PM
Southern Missouri Bancorp, Inc. (NASDAQ: SMBC, "Southern
Missouri"), the parent corporation of Southern Bank, and Ozarks
Legacy Community Financial, Inc. ("Ozarks Legacy"), the parent
corporation of Bank of Thayer, today announced the signing of a
definitive merger agreement whereby Southern Missouri will acquire
Ozarks Legacy in an all-cash transaction valued at approximately
$6.2 million, subject to certain adjustments for transaction
expenses and Ozarks Legacy equity at closing. Southern Bank
will also assume approximately $3.7 million in debt outstanding,
plus accrued interest. Additionally, Southern Bank has
entered into a definitive merger agreement with the Bank of Thayer
whereby Bank of Thayer will be merged into Southern Bank in an
all-cash transaction valued at approximately $262,000 for the
minority shareholders of Bank of Thayer.
The Bank of Thayer operates four branches in Oregon and Howell
counties in south central Missouri. In West Plains, Missouri,
the Bank of Thayer conducts business under the name Howell County
Bank. After the acquisition, the combined company's total
assets will approximate $877 million, with total loans of $656
million and total deposits of $701 million. The combined
company will operate 22 branches in southern Missouri and northeast
and north central Arkansas.
"We are very pleased with the opportunity to expand our network
into Thayer, West Plains, and Alton, Missouri," stated Greg
Steffens, President and CEO of Southern Missouri. "We have a
business model that has proven successful in meeting the financial
needs of borrowers and depositors in communities similar to these,
and we look forward to welcoming Bank of Thayer employees and
customers to our Southern Bank family."
Roger Lonon, President and CEO of Bank of Thayer, will remain
with the combined entity in the role of Community Bank President
for the region. "Southern Bank is a strong community bank
that is community focused, customer service driven, offers the
latest in technology and takes pride in providing personalized
service to the individual markets they serve. This merger
will allow us to expand our product and service lines, offer
convenient locations to our customers throughout southern Missouri
and northern Arkansas and increase our lending limits, providing
excellent future benefits for our customers," said Lonon.
Steffens added: "We also believe the transaction makes good
sense for Southern Missouri shareholders, as the deal should be
immediately accretive to earnings per share, after
transaction-related expenses, and should be accretive to tangible
book value after three years."
Southern Missouri and Ozarks Legacy anticipate completion of the
transaction in the fourth calendar quarter of 2013, subject to
satisfaction of customary closing conditions, including regulatory
approval and approvals by the shareholders of Ozarks Legacy and
Bank of Thayer.
CrossFirst Advisors acted as financial advisor and Stinson
Morrison Hecker LLP served as legal advisor to Ozarks Legacy, while
Silver, Freedman & Taff, LLP, served as legal advisor to
Southern Missouri.
Forward-Looking Information:
Except for the historical information contained herein, the
matters discussed in this press release may be deemed to be
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 that are subject to known
and unknown risks, uncertainties, and other factors that could
cause the actual results to differ materially from the
forward-looking statements, including: the requisite regulatory and
shareholder approvals for the Company's pending acquisition of
Ozarks Legacy and Bank of Thayer might not be obtained or other
conditions to completion of the transaction might not be satisfied
or waived; expected cost savings, synergies and other benefits from
the Company's merger and acquisition activities, including, but not
limited to the pending acquisition of Ozarks Legacy and Bank of
Thayer, might not be realized within the anticipated time frames or
at all, and costs or difficulties relating to integration matters,
including but not limited to customer and employee retention, might
be greater than expected; the strength of the United States economy
in general and the strength of the local economies in which we
conduct operations; fluctuations in interest rates and in real
estate values; monetary and fiscal policies of the Board of
Governors of the Federal Reserve System and the U.S. Government and
other governmental initiatives affecting the financial services
industry; the risks of lending and investing activities, including
changes in the level and direction of loan delinquencies and
write-offs and changes in estimates of the adequacy of the
allowance for loan losses; our ability to access cost-effective
funding; the timely development of and acceptance of our new
products and services and the perceived overall value of these
products and services by users, including the features, pricing and
quality compared to competitors' products and services;
fluctuations in real estate values and both residential and
commercial real estate market conditions; demand for loans and
deposits in our market area; legislative or regulatory changes that
adversely affect our business; results of examinations of us by our
regulators, including the possibility that our regulators may,
among other things, require us to increase our reserve for loan
losses or to write-down assets; the impact of technological
changes; and our success at managing the risks involved in the
foregoing. Any forward-looking statements are based upon
management's beliefs and assumptions at the time they are made. We
undertake no obligation to publicly update or revise any
forward-looking statements or to update the reasons why actual
results could differ from those contained in such statements,
whether as a result of new information, future events or otherwise.
In light of these risks, uncertainties and assumptions, the
forward-looking statements discussed might not occur, and you
should not put undue reliance on any forward-looking
statements.
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