SOUTHERN MISSOURI BANCORP AND
TAMMCORPANNOUNCE AGREEMENT TO MERGE
Southern Missouri Bancorp, Inc. (NASDAQ: SMBC, “Southern
Missouri”), the parent corporation of Southern Bank, and Tammcorp,
Inc. (“Tammcorp”), which is the 91% owner of Capaha Bank
(“Capaha”), today announced the signing of a definitive merger
agreement whereby Southern Missouri will acquire Tammcorp in a
stock and cash transaction. The minority shareholders of Capaha
will be also entitled to receive the merger consideration payable
under the terms of the merger agreement.
Capaha operates six branches, three of which are located in Cape
Girardeau County in southeast Missouri, along with three branches
in Alexander and Union counties in southern Illinois. At September
30, 2016, Tammcorp’s consolidated assets were $193.8 million,
including loans, net, of $157.0 million, while deposits totaled
$165.4 million.
Southern Missouri reported total assets at September 30, 2016,
of approximately $1.5 billion, including loans, net, of $1.2
billion, and total deposits of $1.2 billion. On a pro forma basis,
following the acquisition, the combined company’s total assets will
approximate $1.7 billion, with total loans, net, of $1.4 billion,
and total deposits of $1.3 billion. The combined company will
operate 42 locations in Missouri, Arkansas, and Illinois.
Subject to adjustment for Tammcorp capital at closing, and
assuming all minority shareholders of Capaha exchange their
interest in Capaha for Tammcorp stock prior to closing, the deal is
valued at approximately $23.4 million. Under the terms of the
merger agreement, unanimously approved by the boards of both
entities, Tammcorp shareholders will receive Southern Missouri
common stock for half of the merger consideration, and cash for the
other half. The number of Southern Missouri shares to be issued
will be determined based on Southern Missouri’s weighted average
closing stock price on the NASDAQ Stock Market during the 20
trading days ending on the fifth trading day prior to the closing
date. As part of the merger, Southern Missouri will also assume
approximately $3.8 million in debt.
“Southern Missouri Bancorp and Southern Bank could not be more
pleased to announce this merger with Tammcorp and Capaha,” stated
Greg Steffens, President and CEO of Southern Missouri. “Like us,
the Capaha organization knows that banking is a people business and
they put service to their community first. We believe that by
partnering with Southern Missouri, the loyal and dedicated bankers
at Capaha will be able to serve their communities even more
effectively.”
John Abercrombie, Chairman, President, and CEO of Tammcorp and
Capaha, is expected to join the boards of directors of Southern
Missouri and Southern Bank. “Southern Bank will make a great
addition to the communities Capaha Bank calls home. I’ve been
privileged to lead this institution for 44 years, and there is
nothing more important to me than to ensure that Tamms, Cairo, Cape
Girardeau, Jackson, and Anna are supported by a strong community
bank that delivers customer service in a friendly, professional
manner, and that makes fast, local decisions. I am confident that
as we move forward as part of the Southern Bank family, we’ll
continue to accomplish that goal.”
“We believe this merger is a significant strategic move for
Southern Missouri,” noted Steffens. “The Cape Girardeau and Jackson
market represent a substantial growth opportunity not far from our
headquarters in Southeast Missouri and a logical progression for
our existing banking network. We look forward to the opportunity
and we are excited to add the Capaha staff to our team.” Commenting
on the financial impact of the merger, Steffens added, “We always
want to keep long-term shareholder value at the top of our mind as
we look to grow our organization.” The deal value equates to 140%
of Tammcorp’s capital, as adjusted, at closing, represents a 4.6%
premium to core deposits, and is a multiple of 11.0 times
Tammcorp’s projected earnings over the twelve months ended June 30,
2018, including fully phased-in cost synergies. Excluding certain
one-time merger charges, the transaction is anticipated to be
accretive to earnings per share by approximately 3.0% in fiscal
2018 and 7.9% in fiscal 2019. Tangible book value per common share
is expected to be diluted by approximately 1.8% at closing, with a
projected earnback period of approximately two years.
Southern Missouri and Tammcorp anticipate completion of the
transaction late in the second calendar quarter of 2017, subject to
satisfaction of customary closing conditions, including regulatory
and shareholder approvals, and consummation of an exchange
transaction involving the minority shareholders of Capaha.
Sheshunoff & Co. acted as financial advisor and Fenimore,
Kay, Harrison, & Ford, LLP served as legal advisor to Tammcorp,
while Silver, Freedman, Taff & Tiernan 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 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
this acquisition might not be obtained, the exchange transaction
involving the minority shareholders of Capaha might not be
consummated, or other conditions to completion of the transaction
might not be satisfied or waived; expected cost savings, synergies
and other benefits from Southern Missouri’s merger and acquisition
activities, including this acquisition and Southern Missouri’s
other acquisitions, 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.
No Offer or Solicitation:
This press release is being provided for informational purposes
only and does not constitute (i) an offer to purchase, nor a
solicitation of an offer to sell, subscribe for or buy any
securities, (ii) an offer to exchange any securities or (iii) the
solicitation of any vote for approval of any transaction. There
shall not be any offer, solicitation, sale or exchange of any
securities in any state or other jurisdiction in which such offer,
solicitation, sale, or exchange is not permitted.
Additional Information:
Southern Missouri Bancorp, Inc. will file a registration
statement on Form S-4 with the SEC in connection with the proposed
transaction. The registration statement will include a proxy
statement of Tammcorp that also constitutes a prospectus of
Southern Missouri, which will be sent to the shareholders of
Tammcorp. Tammcorp shareholders are advised to read the proxy
statement/prospectus when it becomes available because it will
contain important information about Southern Missouri, Tammcorp and
the proposed transaction. When filed, this document and other
documents relating to the merger filed by Southern Missouri can be
obtained free of charge from the SEC’s website at
www.sec.gov. These documents also can be obtained free of
charge by accessing Southern Missouri’s website at
www.bankwithsouthern.com under the tab “Investor Relations” and
then under “SEC Filings.” Alternatively, these documents,
when available, can be obtained free of charge from Southern
Missouri upon written request to Southern Missouri Bancorp, Inc.,
Attn: Investor Relations, 2991 Oak Grove Road, Poplar Bluff,
Missouri 63901 or by calling (573) 778-1800 or from Tammcorp upon
written request to Tammcorp, Inc., Attn: Investor Relations, One
South Main Street, Cape Girardeau, Missouri 63703.
Participants in this
Transaction:
Southern Missouri, Tammcorp and certain of their respective
directors and executive officers may be deemed to be participants
in the solicitation of proxies from Tammcorp’s shareholders in
connection with the proposed transaction. Information about
the directors and executive officers of Southern Missouri may be
found in the definitive proxy statement of Southern Missouri
relating to its 2016 Annual Meeting of Shareholders filed with the
SEC by Southern Missouri on September 27, 2016. This
definitive proxy statement can be obtained free of charge from the
sources indicated above. Information about the directors and
executive officers of Tammcorp will be included in the proxy
statement/prospectus when filed with the SEC. Additional
information regarding the interests of these participants will also
be included in the proxy statement/prospectus regarding the
proposed transaction when it becomes available.
Matt Funke, CFO
(573) 778-1800
Southern Missouri Bancorp (NASDAQ:SMBC)
Historical Stock Chart
From Sep 2024 to Oct 2024
Southern Missouri Bancorp (NASDAQ:SMBC)
Historical Stock Chart
From Oct 2023 to Oct 2024