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Item 9.01
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Financial Statements and Exhibits.
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Cautionary Statements Regarding Forward-Looking Information
This Report contains forward-looking statements,
as defined by federal securities laws, including, among other forward-looking statements, certain plans, expectations and goals,
and including statements about the benefits of the proposed merger between the Company and Fidelity Southern Corporation (“Fidelity”).
Words such as “may,” “believe,” “expect,” “anticipate,” “intend,” “will,”
“should,” “plan,” “estimate,” “predict,” “continue” and “potential”
or the negative of these terms or other comparable terminology, as well as similar expressions, are meant to identify forward-looking
statements. The forward-looking statements in this Report are based on current expectations and are provided to assist in the understanding
of potential future performance. Such forward-looking statements involve numerous assumptions, risks and uncertainties that may
cause actual results to differ materially from those expressed or implied in any such statements, including, without limitation,
the following: general competitive, economic, political and market conditions and fluctuations, including, without limitation,
movements in interest rates; competitive pressures on product pricing and services; the ability of the Company and Fidelity to
consummate the proposed merger or satisfy the conditions to the completion of the proposed merger, including, without limitation,
the receipt of required shareholder and regulatory approvals, on the terms expected or on the anticipated schedule; the parties’
ability to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed merger; the businesses
of the Company and Fidelity may not be integrated successfully or such integration may take longer to accomplish than expected;
the expected cost savings and any revenue synergies from the proposed merger may not be fully realized within the expected timeframes;
disruption from the proposed merger may make it more difficult to maintain relationships with customers, employees or others; diversion
of management time to merger-related issues; dilution caused by the Company’s issuance of additional shares of its common
stock in connection with the proposed merger; and the success and timing of other business strategies. For a discussion of some
of the other risks and other factors that may cause such forward-looking statements to differ materially from actual results, please
refer to the Company’s and Fidelity’s filings with the Securities and Exchange Commission, including the Company’s
Annual Report on Form 10-K for the year ended December 31, 2017 and its subsequently filed Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K, and Fidelity’s Annual Report on Form 10-K for the year ended December 31, 2017 and its subsequently
filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Forward-looking statements speak only as of the date they
are made, and neither the Company nor Fidelity undertakes any obligation to update or revise forward-looking statements.
Additional Information and Where to
Find It
The Company intends to file a registration
statement on Form S-4 with the Securities and Exchange Commission to register the shares of the Company’s common stock that
will be issued to Fidelity’s shareholders in connection with the proposed merger transaction. The registration statement
will include a joint proxy statement/prospectus and other relevant materials in connection with the transaction. BEFORE MAKING
ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING
THE MERGER AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE MERGER. Investors and security holders may obtain free copies of these documents and other documents filed
with the Securities and Exchange Commission on its website at
http://www.sec.gov
. Investors and security holders may also
obtain free copies of the documents filed with the Securities and Exchange Commission by the Company on its website at
http://www.AmerisBank.com
and by Fidelity on its website at
www.FidelitySouthern.com
.
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. Before making
any voting or investment decision, investors and security holders of the Company and Fidelity are urged to read carefully the entire
registration statement and joint proxy statement/prospectus when they become available, including any amendments thereto, because
they will contain important information about the proposed merger transaction. Free copies of these documents may be obtained as
described above.
Participants in the Merger Solicitation
The Company and Fidelity, 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 Company’s shareholders and Fidelity’s shareholders in respect of the proposed
merger transaction. Information regarding the directors and executive officers of the Company and Fidelity and other persons who
may be deemed participants in the solicitation of the Company’s shareholders and Fidelity’s shareholders will be included
in the joint proxy statement/prospectus for the Company’s meeting of shareholders and Fidelity’s meeting of shareholders,
which will be filed by the Company with the Securities and Exchange Commission. Information about the Company’s directors
and executive officers and their ownership of the Company’s common stock can also be found in the Company’s definitive
proxy statement in connection with its 2018 annual meeting of shareholders, as filed with the Securities and Exchange Commission
on April 2, 2018, and other documents subsequently filed by the Company with the Securities and Exchange Commission. Information
about Fidelity’s directors and executive officers and their ownership of Fidelity common stock can also be found in Fidelity’s
definitive proxy statement in connection with its 2018 annual meeting of shareholders, as filed with the Securities and Exchange
Commission on April 3, 2018, and other documents subsequently filed by Fidelity with the Securities and Exchange Commission. Additional
information regarding the interests of such participants will be included in the joint proxy statement/prospectus and other relevant
documents regarding the proposed merger transaction filed with the Securities and Exchange Commission when they become available.