TUPELO, Miss., Jan. 13, 2021 /PRNewswire/ -- BancorpSouth Bank
(NYSE: BXS) announced today the signing of a definitive merger
agreement with FNS Bancshares, Inc. (OTCQX: FNSB), the parent
company of FNB Bank, (collectively referred to as "FNS"), pursuant
to which FNS will be merged with and into BancorpSouth.
FNS, founded in 1900 in Scottsboro,
Alabama, operates 17 full-service banking offices in
Alabama, Georgia and Tennessee. The merger will expand
BancorpSouth's presence in Jackson, DeKalb and Marshall counties in Alabama and the Chattanooga, Tennessee-Georgia and Nashville-Davidson-Murfreesboro-Franklin, Tennessee metropolitan statistical
areas. Once completed, it will mark BancorpSouth's entrance into
Georgia. As of September 30, 2020 (unaudited), FNS, on a
consolidated basis, reported total assets of $786.5 million, total loans of $492.5 million and total deposits of $665.9 million.
Under the terms of the merger agreement, BancorpSouth will issue
2,975,000 shares of common stock, plus $18.0
million in cash, for all outstanding shares of FNS capital
stock, subject to certain conditions and potential adjustments.
Based upon the closing price of BancorpSouth common stock on
January 12, 2021, the transaction is
valued at approximately $108.4
million in the aggregate, or $90.04 per share of FNS common stock.
"We are excited about this partnership and look forward to
welcoming FNS's teammates and customers to BancorpSouth," stated
BancorpSouth Chairman and CEO Dan
Rollins. "FNS is a 120-year-old institution with deep ties
in its local markets and is an ideal fit with our culture as a
relationship-driven community bank. We're looking forward to
working with its experienced team of bankers to assist even more
families and businesses with their banking needs."
FNS Board Chairman Alan Gay said,
"Our customers have come to expect exceptional service from our
bank, so we're pleased to have an opportunity to join forces with
another more than 100-year-old company that continues to operate as
a true community bank. BancorpSouth's resources and strengths, and
its commitment to maintaining strong local leadership, will enable
our bankers to continue and enhance service to our
customers."
Upon completion of the transaction, FNS CEO Steve Rownd will serve as a BancorpSouth
division president.
The merger has been unanimously approved by the boards of
directors of both companies. The merger is anticipated to close
during the first half of 2021, pending the receipt of
regulatory approval, the approval of FNS shareholders, and the
satisfaction of other customary closing
conditions.
FNS was advised in this transaction by Keefe, Bruyette &
Woods, A Stifel Company, as financial advisor and Fenimore, Kay,
Harrison & Ford, LLP as legal counsel. Janney Montgomery
Scott LLC rendered a fairness opinion to FNS in connection with the
merger. Alston & Bird, LLP and Waller Lansden Dortch &
Davis, LLP served as legal counsel to BancorpSouth.
In addition to the information contained within this news
release, an investor presentation has been posted on BancorpSouth's
Investor Relations page on its website
(www.bancorpsouth.investorroom.com) and has been furnished as an
exhibit to a Current Report on Form 8-K filed with the Federal
Deposit Insurance Corporation ("FDIC"). The presentation contains
additional information regarding the merger with FNS.
About BancorpSouth Bank
BancorpSouth Bank (NYSE: BXS) is headquartered in Tupelo, Mississippi, with approximately
$24 billion in assets.
BancorpSouth operates approximately 310 full-service branch
locations as well as additional mortgage, insurance, and loan
production offices in Alabama,
Arkansas, Florida, Louisiana, Mississippi, Missouri, Tennessee and Texas, including an insurance location in
Illinois. BancorpSouth is committed to a culture of respect,
diversity, and inclusion in both its workplace and communities. To
learn more, visit our Community Commitment page at
www.bancorpsouth.com; "Like" us on Facebook; follow us on Twitter
@MyBXS; or connect with us through LinkedIn.
Additional Information and Participants in the
Solicitation
This communication is being made in respect of the merger with
FNS discussed in this news release. This communication does not
constitute an offer to sell or the solicitation of an offer to buy
any securities or a solicitation of any vote or approval, nor shall
there be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of such jurisdiction. In
connection with the merger, BancorpSouth Bank and FNS will deliver
a proxy statement and related offering materials to the
shareholders of FNS seeking approval of the merger and related
matters. THE SHAREHOLDERS OF FNS ARE ENCOURAGED TO READ THE
PROXY STATEMENT AND OFFERING MEMORANDUM CAREFULLY IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE MERGER, BANCORPSOUTH BANK AND FNS. The
proxy statement and related offering memorandum will also be made
available without charge from the Corporate Secretary of each of
BancorpSouth Bank and FNS. The Corporate Secretary of BancorpSouth
Bank may be contacted by mail at Attention: Corporate Secretary,
BancorpSouth Bank, One Mississippi Plaza, Tupelo, Mississippi 38804. BancorpSouth Bank
and FNS, and certain of their respective directors, executive
officers and other members of management and employees, may be
deemed to be participants in the solicitation of proxies from the
shareholders of FNS in respect of the merger. Certain information
about the directors and executive officers of BancorpSouth Bank is
set forth in its Annual Report on Form 10-K for the year ended
December 31, 2019, which was filed
with the Federal Deposit Insurance Corporation (the "FDIC")
on February 27, 2020 (the "Form
10-K"), and in its proxy statement for its 2020 annual meeting
of shareholders, which was filed with the FDIC on March 11, 2020. Other information regarding the
participants in the proxy solicitations and a description of their
direct and indirect interests, by security holdings or otherwise,
will be included in the proxy statement and related offering
memorandum when they become available.
Forward-Looking Statements
Certain statements contained in this news release may not be
based upon historical facts and are "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These forward-looking statements may be identified by
their reference to a future period or periods or by the use of
forward-looking terminology such as "anticipate," "believe,"
"could," "continue," "seek," "intend," "estimate," "expect,"
"foresee," "hope," "may," "might," "plan," "should," "predict,"
"project," "goal," "outlook," "potential," "will," "will result,"
"will likely result," or "would" or future or conditional verb
tenses and variations or negatives of such terms. These
forward-looking statements include, without limitation, those
relating to the terms, timing and closing of the merger, the
benefits and synergies expected from the merger, and the ability of
BancorpSouth Bank to close the merger in a timely manner or at
all.
BancorpSouth Bank cautions readers not to place undue reliance
on the forward-looking statements contained in this news release,
in that actual results could differ materially from those indicated
in such forward-looking statements as a result of a variety of
factors, many of which are beyond the control of BancorpSouth Bank.
These factors may include, but are not limited to, the ability of
BancorpSouth Bank and FNS to complete the merger, the ability of
BancorpSouth Bank and FNS to satisfy the conditions to the
completion of the merger, including the approval of the merger by
FNS's shareholders and the receipt of all regulatory approvals
required for the merger on the terms expected in the merger
agreement, the ability of BancorpSouth Bank and FNS to meet
expectations regarding the timing, completion and accounting and
tax treatments of the merger, the potential impact upon
BancorpSouth Bank of any delay in the closing of the merger, the
possibility that any of the anticipated benefits, cost savings and
synergies of the merger will not be realized or will not be
realized as expected, the acceptance by customers of FNS of
BancorpSouth Bank's products and services if the merger closes, the
failure of the merger to close for any other reason, the effect of
the announcement of the merger on BancorpSouth Bank's operating
results, the possibility that the merger may be more expensive or
time consuming to complete than anticipated, including as a result
of unexpected factors or events, and the impact of all other
factors generally understood to affect the assets, business, cash
flows, financial condition, liquidity, prospects and/or results of
operations of financial services companies and the other factors
described under the caption "Risk Factors" in the Form 10-K.
Forward-looking statements speak only as of the date of this news
release and, except as required by law, BancorpSouth Bank does not
undertake any obligation to update or revise forward-looking
statements to reflect events or circumstances that occur after the
date of this news release.
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SOURCE BancorpSouth Bank