On December 13, 2024, the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) approved SouthState Corporation’s (“SouthState”) application with respect to the previously announced merger (the “holding company merger”) between SouthState and Independent Bank Group, Inc. (“Independent”) pursuant to the Agreement and Plan of Merger, dated as of May 17, 2024, by and between SouthState and Independent (the “Merger Agreement”). Also on December 13, 2024, the Office of the Comptroller of the Currency approved SouthState’s application to complete the merger between SouthState’s and Independent’s respective bank subsidiaries, SouthState Bank, National Association and Independent Bank (d/b/a Independent Financial) pursuant to the Merger Agreement (the “bank merger” and together with the holding company merger, the “mergers”). All required regulatory approvals to complete the mergers have now been received.
Completion of the mergers remains subject to customary closing conditions. Assuming such conditions are satisfied, the mergers are expected to close on or about January 1, 2025.
Cautionary Statement Regarding Forward Looking Statements
This communication contains “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties and are made pursuant to the safe harbor provisions of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, and other related federal securities laws. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, including information about Independent’s, SouthState’s or the combined company’s possible or assumed future results of operations, including its future revenues, income, expenses, provision for taxes, effective tax rate, earnings (loss) per share and cash flows, its future capital expenditures and dividends, its future financial condition and changes therein, including changes in Independent’s, SouthState’s or the combined company’s loan portfolio and allowance for credit losses, Independent’s, SouthState’s or the combined company’s future capital structure or changes therein, the plan and objectives of management for future operations, Independent’s, SouthState’s or the combined company’s future or proposed acquisitions, the future or expected effect of acquisitions on Independent’s, SouthState’s or the combined company’s operations, results of operations and financial condition, Independent’s, SouthState’s or the combined company’s future economic performance and the statements of the assumptions underlying any such statement. Such statements are typically, but not exclusively, identified by the use in the statements of words or phrases such as “aim,” “anticipate,” “estimate,” “expect,” “goal,” “guidance,” “intend,” “is anticipated,” “is estimated,” “is expected,” “is intended,” “objective,” “plan,” “projected,” “projection,” “will affect,” “will be,” “will continue,” “will decrease,” “will grow,” “will impact,” “will increase,” “will incur,” “will reduce,” “will remain,” “will result,” “would be,” variations of such words or phrases (including where the word “could,” “may” or “would” is used rather than the word “will” in a phrase) and similar words and phrases indicating that the statement addresses some future result, occurrence, plan or objective. The forward-looking statements that Independent and SouthState make are based on their current plans, estimates, expectations, ambitions and assumptions regarding Independent’s, SouthState’s and the combined company’s business, the economy and other future conditions.
Because forward-looking statements relate to future results and occurrences, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are beyond the control of Independent and SouthState. Independent’s, SouthState’s and the combined company’s actual results may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance. Many possible events or factors could affect Independent’s, SouthState’s and the combined company’s future financial results and performance and could cause those results or performance to differ materially from those expressed in the forward-looking statements. In addition to factors previously disclosed in Independent’s and SouthState’s reports filed with the U.S. Securities and Exchange Commission (the “SEC”), the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: (1) the occurrence of any event, change or other circumstance that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between Independent and SouthState providing for the acquisition of Independent by SouthState (the “Transaction”); (2) the outcome of any legal proceedings that may be instituted against Independent or SouthState; (3) the possibility that the Transaction does not close when expected or at all because certain approvals and other conditions to closing are not received or satisfied on a timely basis or at all (and the risk that such approvals may result in the imposition
