Southern Missouri Bancorp, Inc. Announces Completion of Merger with Fortune Financial Corporation
February 25 2022 - 5:00PM
Southern Missouri Bancorp, Inc. (“Southern Missouri” or the
“Company,” NASDAQ: SMBC), parent company of Southern Bank, Poplar
Bluff, Missouri, announced that its merger with Fortune Financial
Corporation (“Fortune”), Arnold, Missouri, was completed today.
Fortune was the parent company of FortuneBank, which was merged
with and into Southern Bank.
Following the completion of the merger, Southern Missouri now
operates 52 banking facilities in Missouri, Illinois, and
Arkansas. Greg Steffens, President and Chief Executive Officer
of Southern Missouri, commented, “We want to welcome the
FortuneBank team members and customers to the Southern Bank family.
We are looking forward to being a part of these growing markets in
the St. Louis MSA and want to become a dependable partner for our
customers there by placing an emphasis on impeccable customer
service and innovative technology. We’re excited to help people do
big things in and around St. Louis.”
In conjunction with the merger, Daniel Jones, Founder, Chairman
& CEO of Fortune, has joined the boards of directors of
Southern Missouri and Southern Bank. “Our partnership with Southern
Missouri, as I have believed from our very first meeting, will be a
tremendous benefit to our customers, employees and shareholders. We
look forward to continuing to serve our community, as we have for
the past 16 years, with the additional products and services
brought to us through this partnership,” said Mr. Jones.
“I am grateful to our customers, employees and
shareholders for these past 16 years. I now look forward to
continuing to serve them in my role as market chairman for Southern
Missouri.”
As a result of the merger, each share of Fortune common stock
held immediately prior to completion of the merger is being
exchanged for 0.3025 shares of Southern Missouri common stock or
$13.31 in cash (as adjusted based on Fortune’s capital and total
number of shares outstanding immediately prior to closing) at the
election of the shareholder, subject to the proration and
allocation procedures set forth in the merger agreement. Southern
Missouri paid approximately $31.7 million in merger consideration,
comprised of stock and cash at a 60:40 ratio.
At December 31, 2021, Fortune reported total consolidated assets
of $261.2 million, including loans, net, of $199.4 million, and
deposits of $219.6 million. On a pro forma basis, the combined
entity will hold assets of approximately $3.2 billion, including
loans, net, of $2.6 billion, and deposits of $2.8 billion.
The firm of Armstrong Teasdale served as legal advisor to
Fortune, while Silver, Freedman, Taff & Tiernan LLP served as
legal advisor to Southern Missouri. Piper Sandler served as
financial advisor to Fortune.
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: 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.
Matt Funke
573-778-1800
Southern Missouri Bancorp (NASDAQ:SMBC)
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