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.
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.
FPB CEO and board chairman Fritz W. Anderson, II said: “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.”
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.
First Bancshares and The First president and chief executive officer Ray “Hoppy” Cole said: “We are excited to be joining forces with FPB Financial and Florida Parishes Bank. Florida Parishes Bank is an extremely well-run company with a long, rich history centered on client service and community involvement.
Our companies share a common strategic vision of building a high performing, client focused community bank in the Gulf South. This Merger will further that objective by providing increased market share in Hammond and the greater New Orleans area.
This partnership will also provide a well-respected team of local community bankers to help support further growth opportunities throughout the region.
We look forward to all we can accomplish together, growing regionally and building value for our shareholders.”
The First Bancshares, Inc., headquartered in Hattiesburg, Mississippi, is the parent company of The First, A National Banking Association. Founded in 1996, the First has operations in Mississippi, Louisiana, Alabama, Florida and Georgia.
FPB Financial is the holding company of Florida Parishes Bank, a community bank with seven locations in the Hammond, Louisiana and New Orleans, Louisiana area.
Source: Company Press Release
