Southern Missouri Bancorp, Inc. Announces Completion of Merger With Citizens Bancshares Co.
January 20 2023 - 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 Citizens Bancshares Co. (“Citizens”), Kansas City, Missouri,
was completed today. Citizens was the parent company of Citizens
Bank & Trust Company, which has become a subsidiary of Southern
Missouri effective with the closing of the merger.
Following the completion of the merger, Southern Missouri now
operates 65 banking facilities in Missouri, Kansas, Illinois, and
Arkansas. Greg Steffens, Chairman and Chief Executive Officer
of Southern Missouri, commented, “We are very pleased to welcome
the team members and valued customers of Citizens Bank & Trust
Company to our Southern Bank family. We are looking forward to
participating in the continued growth of the excellent communities
they call home, including the Kansas City metropolitan area, and
Citizens’ strong core deposit base will be a meaningful addition to
our funding mix.”
In conjunction with the merger, William Young, President of
Citizens Bank & Trust Company, has joined the boards of
directors of Southern Missouri and Southern Bank. “We at Citizens
are pleased and excited to become a part of the Southern Bank
family and the team here looks forward to serving our customers
with the advantage of their size, number of branches, and diverse
package of products and services to offer our clients. At the same
time, our merger will allow Southern Bank to offer trust services
to their existing customer base, and significantly grow their
wealth management group. I am excited about joining the Board of
Directors of Southern Missouri Bancorp and Southern Bank,” said Mr.
Young.
As a result of the merger, each share of Citizens common stock
held immediately prior to completion of the merger is being
exchanged for 1.1755 shares of Southern Missouri common stock or
$54.93 in cash (as adjusted based on Citizens’ capital and the
total number of shares outstanding immediately prior to closing) at
the election of the shareholders, subject to the proration and
allocation procedures set forth in the merger agreement. Cash will
be paid in lieu of any fractional shares of Southern Missouri
common stock. Southern Missouri paid approximately $131.4 million
in merger consideration, comprised of stock and cash at a 74:26
ratio.
At December 31, 2022, Citizens reported total consolidated
assets of $973 million, including loans, net, of $463 million, and
deposits of $838 million. On a pro forma basis, the combined entity
will hold assets of approximately $4.4 billion, including loans,
net, of $3.4 billion, and deposits of $3.8 billion.
The firm of Stinson LLP served as legal advisor to Citizens,
while Silver, Freedman, Taff & Tiernan LLP served as legal
advisor to Southern Missouri. D.A. Davidson served as financial
advisor to Citizens and Piper Sandler served as financial 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: 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 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, except as may be required
by law. 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, President
573-778-1800
Southern Missouri Bancorp (NASDAQ:SMBC)
Historical Stock Chart
From Jun 2024 to Jul 2024
Southern Missouri Bancorp (NASDAQ:SMBC)
Historical Stock Chart
From Jul 2023 to Jul 2024