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Southern Missouri Bancorp Closes USD 22.7m Acquisition of Gideon Bancshares.

MANews-(C)2009-2018

29 November 2018 - US-based bank holding company Southern Missouri Bancorp, Inc. (NASDAQ: SMBC) and Gideon Bancshares Company, the 92% owner of First Commercial Bank, have closed a merger agreement whereby Southern Missouri acquired Gideon in a stock and cash transaction, the companies said.

Gideon operates ten locations in southeast Missouri. At March 31, 2018, Gideon's consolidated assets were USD 223m, including loans, net of allowance, of USD 145m, while deposits totaled USD 176m.

Southern Missouri reported consolidated assets at March 31, 2018, of approximately USD 1.8bn, including loans, net, of USD 1.5bn, and total deposits of USD 1.6bn.

On a pro forma basis, the combined company's total assets will be approximately USD 2.1bn, with total loans, net, of USD 1.7bn, and total deposits of USD 1.8bn.

Under the terms of the merger agreement, Gideon shareholders will receive 2.0486 shares of Southern Missouri common stock and USD 72.79 in cash for each share of Gideon common stock, subject to adjustment for Gideon's capital at closing and assuming all minority shareholders of First Commercial exchange their interest in First Commercial for Gideon stock prior to closing.

Based on the average closing price of USD 35.53 per share for Southern Missouri common stock over the most recent 20 trading days ending on and including the fifth trading day prior to execution of the definitive merger agreement, the deal is valued at approximately USD 22.7m.

The deal value equates to 97.5% of Gideon's capital, as adjusted, at closing.

Southern Missouri and Gideon anticipate completion of the transaction in 4Q18, subject to satisfaction of customary closing conditions, including regulatory and shareholder approvals.

The firm of Yewell G. Lawrence served as legal advisor to Gideon, while Silver, Freedman, Taff and Tiernan LLP served as legal advisor to Southern Missouri.

Country: USA

Sector: Banking/Financial Services

Target: Gideon Bancshares Company, First Commercial Bank

Buyer: Southern Missouri Bancorp

Vendor:

Deal size in USD: 22.7m

Type: Corporate Acquisition

Financing: Cash and Stock

Status: Closed

Buyer advisor: Silver, Freedman, Taff and Tiernan , ,

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Publication:M & A Navigator
Date:Nov 29, 2018
Words:348
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