Southern Missouri Bancorp And Citizens State Bankshares Of Bald Knob Announce Agreement To Merge
November 07 2013 - 8:00AM
Southern Missouri Bancorp, Inc. (NASDAQ: SMBC, "Southern"), the
parent corporation of Southern Bank, and Citizens State Bankshares
of Bald Knob, Inc. ("Citizens"), the parent corporation of Citizens
State Bank, today announced the signing of a definitive stock
purchase agreement whereby Southern will acquire Citizens in an
all-cash transaction valued at approximately $5.9 million, subject
to certain adjustments for transaction expenses and Citizen's
equity at closing. Immediately upon closing, Citizens State Bank
will be merged with and into Southern Bank.
Citizens operates three branches in White County in north
central Arkansas. After the acquisition, the combined company's
total assets will approximate $976 million, with total loans of
$728 million and total deposits of $763 million. The combined
company will operate 25 branches in southern Missouri and northeast
and north central Arkansas.
"This merger is a good opportunity for Southern Bank to expand
its presence in White County," stated Greg Steffens, President and
CEO of Southern. "We are very impressed with the financial
institution that Citizens State Bank has built in the communities
of Bradford and Bald Knob, and the deep relationships they have
developed with their depositors. We look forward to continuing that
tradition and to serving these communities."
"In our search for folks to partner with, we found that 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," said Larry Kircher, Chairman & CEO of Citizens State
Bankshares. "This merger will allow us to expand our product and
service lines, offer convenient locations to our customers
throughout north central Arkansas and increase our lending limits,
providing excellent future benefits for the businesses and families
in our area,"
Steffens added: "We continue to pursue this type of expansion
opportunity with the ultimate goal of building long-term
shareholder value, and we expect the transaction to be immediately
accretive to earnings, after exclusion of transaction-related
expenses, and to be accretive to tangible book value within three
years."
Southern and Citizens anticipate completion of the transaction
in the first half of calendar year 2014, subject to satisfaction of
customary closing conditions, including regulatory approval.
DD&F Consulting Group acted as financial advisor and McAfee
& Taft served as legal advisor to Citizens, while Silver,
Freedman & Taff, LLP, served as legal advisor to Southern.
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 Southern's pending acquisition of
Citizens 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 Southern's merger
and acquisition activities, including, but not limited to the
pending acquisition of Citizens, 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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