BancorpSouth Bank (NYSE:BXS) signed a definitive agreement to acquire FNS Bancshares, Inc. (OTCPK:FNSB) for approximately $110 million on January 13, 2021. Under the terms of agreement, BancorpSouth will issue 2,975,000 shares of common stock, plus $18 million in cash, for all outstanding shares of FNS capital stock, subject to certain conditions and potential adjustments. Upon completion of the transaction, FNS will be merged with and into BancorpSouth and FNS Chief Executive Officer Steve Rownd will serve as a BancorpSouth division President.

The transaction is subject to receipt of regulatory approval, approval of FNS shareholders and the satisfaction of other customary closing conditions. The transaction has been unanimously approved by the Boards of Directors of both FNS and BancorpSouth. As of April 7, 2021, transaction received regulatory approval from the Federal Deposit Insurance Corporation.

The transaction is anticipated to close during the first half of 2021. As of April 7, 2021, transaction is expected to close on May 1, 2021. Keefe, Bruyette, & Woods, Inc. acted as financial advisor and Fenimore, Kay, Harrison & Ford, LLP acted as legal advisor to FNS.

Janney Montgomery Scott LLC rendered a fairness opinion to FNS in connection with the transaction. Sandy Brown, Kyle Healy, Mike Stevens and Brett Coburn of Alston & Bird LLP and Waller Lansden Dortch & Davis, LLP acted as legal advisors to BancorpSouth.