Southern Missouri Bancorp : Announces Completion of Merger with Fortune Financial Corporation - Form 8-K
03/01/2022 | 05:49pm EDT
Southern Missouri Bancorp, Inc.
Announces Completion of Merger with Fortune Financial Corporation
Poplar Bluff, Missouri - 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. "Iamgratefultoourcustomers,employeesandshareholdersforthesepast16 years.Inow lookforwardtocontinuingtoservethemin myroleasmarketchairmanforSouthern 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.
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 theforward-looking statements, including: expected cost savings, synergies and other beneﬁts from Southern Missouri'smerger 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 tointegration matters, including but not limited to customer and employee retention, might be greaterthanexpected;potentialadverseimpactstoeconomicconditionsintheCompany'slocalmarketareas,other markets where the Company has lending relationships, or other aspects of the Company'sbusiness operations or ﬁnancial markets, generally, resulting from the ongoing COVID-19 pandemicandanygovernmentalor societal responses thereto; the strength of the United States economy in general and the strength ofthe local economies in which we conduct operations; ﬂuctuations in interest rates and in real estatevalues; 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 theﬁnancial services industry; the risks of lending and investing activities, including changes in the leveland direction of loan delinquencies and write-oﬀs and changes in estimates of the adequacy of theallowance for loan losses; our ability to access cost-eﬀective funding; the timely development of andacceptance of our new products and services and the perceived overall value of these products andservices by users, including the features, pricing and quality compared to competitors' products andservices;ﬂuctuationsinrealestatevaluesandbothresidentialandcommercialrealestatemarkets,as well as agricultural business conditions; demand for loans and deposits in our market area; legislativeorregulatorychangesthatadverselyaﬀectourbusiness;changesinaccountingprinciples,policies,orguidelines;resultsofexaminationsofusbyourregulators,includingthepossibilitythatourregulators may, among other things, require us to increase our reserve for loan losses or to write-down assets;theimpactoftechnologicalchanges;andoursuccessatmanagingtherisksinvolvedintheforegoing.
Any forward-looking statements are based upon management's beliefs and assumptions at the timethey are made. We undertake no obligation to publicly update or revise any forward-lookingstatements or to update the reasons why actual results could diﬀer from those contained in suchstatements,whetherasaresultofnewinformation,futureeventsorotherwise.Inlightoftheserisks,uncertainties and assumptions, the forward-looking statements discussed might not occur, and youshouldnotputunduerelianceonanyforward-lookingstatements.
Southern Missouri Bancorp Inc. published this content on 01 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 March 2022 22:48:17 UTC.