The First Bancshares, Inc. (NASDAQ: FBMS) (“The First Bancshares” or “the Company”), holding company for The First, A National Banking Association (“The First”), and Southwest Georgia Financial Corporation (NYSEAMERICAN: SGB) (“SGB”), parent company of Southwest Georgia Bank, announced today the signing of an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which The First Bancshares has agreed to acquire SGB.
Under the terms of the Agreement and Plan of Merger, SGB will be merged with and into The First Bancshares (the “Merger”). Upon consummation of the Merger, each SGB shareholder will receive 1.00 share of The First Bancshares’s common stock in exchange for each share of SGB common stock. This equates to $34.50 per share or approximately $88 million in the aggregate, based on 2,548,510 shares of SGB common stock outstanding and FBMS’s closing price of $34.50 per share as of December 17, 2019.
At September 30, 2019, SGB had approximately $548 million in consolidated assets, $395 million in loans, $466 million in deposits and $48 million in consolidated stockholders’ equity. SGB serves the areas of Moultrie, Valdosta, Albany and Tifton, Georgia through eight full service offices. The proposed transaction will diversify The First’s deposit base and advance its strategy of building a premier regional community bank in the Southeast by naturally extending its footprint further into Southern Georgia.
The Merger Agreement has been approved by the Boards of Directors of The First Bancshares and SGB. The closing of the transaction, which is expected to occur in the second quarter of 2020, is subject to customary conditions, including regulatory approvals and approval by the shareholders of SGB.
“This partnership brings two complementary banks together and will provide a great opportunity for our employees, customers, and shareholders,” said DeWitt Drew, SGB President and CEO. “We are looking forward to joining The First’s exceptional team. For over 90 years we have served the Southwest Georgia markets and could not be more excited to partner with The First to continue our legacy.”
Combined Company
Upon completion of the transaction, the combined company, including The First Bancshares’s acquisition of First Florida Bancorp, Inc. which closed on October 31, 2019, will have approximately $4.5 billion in total assets, $3.6 billion in total deposits and $3.0 billion in total loans. The Company will have 86 locations in Mississippi, Louisiana, Alabama, Florida, and Georgia.
“We are thrilled that SGB chose our company as their strategic partner. SGB is a well-run community bank with a strong brand and a rich history as a trusted financial partner in South Georgia. Our companies share a set of core values with a focus on client service and shareholder return,” commented M. Ray “Hoppy” Cole, President & Chief Executive Officer of The First Bancshares and The First.
“This partnership is a continuation of our strategic plan of building a regionally diversified community bank serving some of the most dynamic markets in the Southeast. SGB has substantial market share and a group of proven community bankers in Moultrie, Valdosta, Albany and Tifton: markets that have excellent opportunities for growth and are a cultural fit within our community bank model”, he continued, “We are excited to join forces with SGB. This combination will provide our company with a better opportunity to expand our existing relationships as well as attract new clients.”
