SOUTHERN MISSOURI BANCORP AND CITIZENS BANCSHARES CO. ANNOUNCE DEADLINE FOR ELECTION OF FORM OF MERGER CONSIDERATION
07 January 2023 - 4:15AM
Southern Missouri Bancorp, Inc. (NASDAQ: SMBC, "Southern
Missouri"), the parent company of Southern Bank, and Citizens
Bancshares Co. ("Citizens"), the parent company of Citizens Bank
and Trust Company, today jointly announced that, in connection with
Southern Missouri’s pending acquisition of Citizens, the election
deadline for record holders of shares of Citizens’ common stock to
elect the form of merger consideration they wish to receive in
connection with the transaction is January 17, 2023, at 5:00 p.m.
EST.
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 Computershare, the exchange agent for the
transaction, by the election deadline. Shareholders with questions
should contact Georgeson LLC, the Information Agent, at (866)
357-4029.
As previously announced, Citizens shareholders
are projected to receive either a fixed exchange ratio of 1.1448
shares of Southern Missouri common stock or a cash payment of
$53.50 for each Citizens share, at the election of the
shareholders, subject to adjustment based on Citizens’ capital and
the total outstanding shares of Citizens at closing, and further
subject to proration such that the overall mix of consideration
results in 75% of the outstanding Citizens common shares being
converted into the right to receive Southern Missouri common stock
and 25% of the outstanding Citizens common shares being converted
into the right to receive cash. Shareholders who fail to make an
election will receive whichever form of consideration is
undersubscribed.
The transaction has been approved by Citizens’
and Southern Missouri’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 contain
"forward-looking statements" as defined in the Private Securities
Litigation Reform Act of 1995. In general, forward-looking
statements usually use 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, including statements related
to the expected timing of the closing of the proposed merger of
Citizens with and into Southern Missouri (the "Merger"), the
projected consideration payable in the Merger to Citizens
shareholders, and the expected election deadline for electing
consideration. Forward-looking statements represent management's
beliefs, based upon information available at the time the
statements are made, with regard to the matters addressed; they are
not guarantees of future performance. Forward-looking statements
are subject to numerous assumptions, risks and uncertainties that
change over time and could cause actual results to differ
materially from those expressed in or implied by such statements.
Factors that could cause or contribute to such differences include,
but are not limited to (1) the risk that the cost savings and
any revenue synergies from the Merger may not be realized or take
longer than anticipated to be realized, (2) disruption from
the Merger with customers, suppliers, employee or other business
partners relationships, (3) the occurrence of any event,
change or other circumstances that could give rise to the
termination of the Merger Agreement, (4) the risk of
successful integration of Citizens’ business into Southern
Missouri, (5) the amount of the costs, fees, expenses and
charges related to the Merger, (6) reputational risk and the
reaction of each of the companies' customers, suppliers, employees
or other business partners to the Merger, (7) the failure of
the closing conditions in the Merger Agreement to be satisfied, or
any unexpected delay in closing of the Merger, (8) the risk
that the integration of Citizens’ operations into the operations of
Southern Missouri will be materially delayed or will be more costly
or difficult than expected, (9) the possibility that the
Merger may be more expensive to complete than anticipated,
including as a result of unexpected factors or events, including
litigation, (10) the dilution caused by Southern Missouri’s
issuance of additional shares of its common stock in the Merger,
and (11) general competitive, economic, political and market
conditions. Additional factors which could affect the forward
looking statements can be found in the cautionary language included
under the headings "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Risk Factors"
in Southern Missouri’s Annual Report on Form 10-K for the year
ended June 30, 2022, and other documents subsequently filed by
Southern Missouri with the SEC, and under the heading "Citizens’
Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Risk Factors" in the Joint Proxy
Statement of Southern Missouri and Citizens and Prospectus of
Southern Missouri (the "Joint Proxy Statement/Prospectus") and
Registration Statement on Form S-4 that were filed by Southern
Missouri with the SEC, as well as other relevant documents
concerning the proposed transaction, including supplements and
amendments to the Joint Proxy Statement/Prospectus and Registration
Statement on Form S-4 that have been filed by Southern Missouri
with the SEC. Consequently, no forward-looking statement can be
guaranteed. Neither Southern Missouri nor Citizens undertakes any
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
For any forward-looking statements made in this press release or
any related documents, Southern Missouri and Citizens claim
protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of
1995.
Southern Missouri
Contact:Matt Funke,
President, (573) 778-1800
Citizens’ Contact:
Bob Wright, Executive
Vice President and Corporate
Secretary, (816)
459-4024
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