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Mack Law Firm: Sherman 2019

The First Bancshares, Inc. will acquire Florida Parishes Bank

Posted: Wednesday, November 7, 2018 | Views: 2861

The First Bancshares, Inc. will acquire Florida Parishes Bank
HATTIESBURG---The First Bancshares, Inc. (NASDAQ: FBMS) (“First Bancshares” or “the Company”), holding company for The First, A National Banking Association (“The First”), announced Tuesday the signing of an Agreement and Plan of Merger (the “Merger Agreement”) with FPB Financial Corp. (OTC:FPBF) (“FPB”), parent company of Florida Parishes Bank, pursuant to which First Bancshares has agreed to acquire FPB.

Under the terms of the Agreement and Plan of Merger, FPB will be merged with and into First Bancshares (the “Merger”). Upon consummation of the Merger, each FPB shareholder will receive 0.83 shares (the “Exchange Ratio”) of First Bancshares’ common stock in exchange for each share of FPB stock (the “Merger Consideration”), provided that the Exchange Ratio is subject to adjustment in accordance with the terms of the Merger Agreement in the event that the average closing price of a share of the Company’s common stock on the NASDAQ Global Select Market over the ten (10) trading days ending five (5) business days immediately prior to the closing date of the Merger is either less than $34.61 or greater than $43.39. The aggregate Merger Consideration is valued at approximately $86.1 million, based on 2,703,943 shares of FPB common stock outstanding, 198,275 in‐the‐money warrants to purchase shares of FPB common stock, and FBMS’ closing price of $37.14 per share as of November 5, 2018.

At September 30, 2018, FPB had approximately $382.7 million in consolidated assets, $238.5 million in net loans, $317.7 million in deposits and $44.0 million in consolidated stockholders’ equity. FPB serves the Hammond and New Orleans areas in Louisiana through seven full service offices. The transaction will expand The First’s footprint in the Gulf South and the greater New Orleans area. Additional information regarding FPB is available on the website for Florida Parishes Bank:

The Agreement and Plan of Merger has been approved by the Boards of Directors of First Bancshares and FPB. The closing of the transaction, which is expected to occur in the first quarter of 2019, is subject to customary conditions, including regulatory approval and approval by the shareholders of FPB.

Fritz W. Anderson, II, Chairman of the Board and CEO of FPB, commented, "This transaction provides our shareholders with greater liquidity, expanded geographic diversification and the opportunity to build upon the success of The First franchise. In addition to a shared legacy of strong financial performance and community advancement, the strategic synergy and cultural fit between our two banks present exciting opportunities for all of our stakeholders, including the expanded opportunities that will be available to many of the officers and staff of Florida Parishes Bank to continue their Louisiana banking careers with The First. The additional products, resources and scale provided by The First will enhance our ability to better serve our customers in south Louisiana and throughout the Gulf Coast states. Following very careful consideration by our Board of Directors, and after 96 years in business as an independent community bank, we look forward to being part of the First Bancshares team."

Combined Company
Upon completion of the transaction, the combined company, including First Bancshares’ acquisition of FMB Banking Corporation which closed on October 31, 2018, will have approximately $3.4 billion in total assets, $2.8 billion in total deposits and $2.3 billion in total loans. The Company will have 74 locations in Mississippi, Louisiana, Alabama, Florida, and Georgia.
Hammond Memorial Design 2019