Southern Missouri Bancorp and Fortune Financial Corporation Announce Deadline for Election of Form of Merger Consideration
12 February 2022 - 3:30AM
Southern Missouri Bancorp, Inc. (NASDAQ: SMBC, "Southern
Missouri"), the parent corporation of Southern Bank, and Fortune
Financial Corporation ("Fortune"), the parent company of
FortuneBank, today jointly announced that, in connection with
Southern Missouri’s pending acquisition of Fortune, the election
deadline for record holders of shares of Fortune’s common stock to
elect the form of merger consideration they wish to receive in
connection with the transaction is February 22, 2022 at 5:00 p.m.
CST.
An election will be valid only if a properly completed and
signed election form and letter of transmittal, together with all
required documents and materials set forth in the election form and
letter of transmittal and the instructions thereto, is received by
Pacific Stock Transfer, the exchange agent for the transaction
(“PST”), by the election deadline. Shareholders with questions
should contact PST toll-free at (800) 785-7782.
As previously announced, Fortune shareholders are projected to
receive either a fixed exchange ratio of 0.2853 shares of Southern
Missouri common stock or a cash payment of $12.55 for each Fortune
share, at the election of the shareholders, subject to adjustment
based on Fortune’s capital and the total outstanding shares of
Fortune at closing, and further subject to proration such that the
overall mix of consideration results in a 60:40 ratio of stock to
cash. Shareholders who fail to make an election will receive
whichever form of consideration is undersubscribed.
The transaction has been approved by Fortune’s shareholders and
is also subject to customary closing conditions.
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, 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; potential adverse impacts to economic conditions in the
Company’s local market areas, other markets where the Company has
lending relationships, or other aspects of the Company’s business
operations or financial markets, generally, resulting from the
ongoing COVID-19 pandemic and any governmental or societal
responses thereto; 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 (the “Federal Reserve Board”) 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 markets, as well as agricultural business
conditions; demand for loans and deposits in our market area;
legislative or regulatory changes that adversely affect our
business; changes in accounting principles, policies, or
guidelines; 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.
Southern Missouri Contact:Matt Funke, CFO, (573) 778-1800
Fortune Contact:Daniel L. Jones, Chairman and CEO, (636)
464-9009
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