WINTER HAVEN, Fla. & COLUMBIA, S.C.–(BUSINESS WIRE)–CenterState Coffer Corporation (NASDAQ: CSFL) (“CenterState”), the ancestor aggregation of CenterState Bank, and South Accompaniment Corporation (NASDAQ: SSB) (“South State”), the ancestor aggregation of South Accompaniment Bank, accordingly appear today that they accept entered into a absolute acceding beneath which the companies will amalgamate in an all-stock alliance of equals with a absolute bazaar bulk of about $6 billion to actualize a arch Southeastern-based bounded bank.
Beneath the acceding of the alliance agreement, which was absolutely accustomed by the Boards of Admiral of both companies, CenterState shareholders will accept 0.3001 shares of South Accompaniment accepted banal for anniversary allotment of CenterState accepted banal they own. CenterState shareholders will own about 53% and South Accompaniment shareholders will own about 47% of the accumulated company.
The accumulated aggregation will accomplish beneath the South Accompaniment Coffer name and will barter beneath the South Accompaniment ticker attribute SSB on the Nasdaq banal market. The aggregation will be headquartered in Winter Haven, Florida and will advance a cogent attendance in Columbia and Charleston, South Carolina; Charlotte, North Carolina; and Atlanta, Georgia.
Robert R. Hill, Jr., CEO of South State, will serve as Controlling Chairman of the accumulated company. John C. Corbett, CEO of CenterState, will be CEO of the accumulated company. The Board of Admiral of the accumulated aggregation will abide of sixteen admiral analogously breach amid the two bequest companies.
“We are aflame to accomplice with CenterState,” said Robert R. Hill, Jr. “We accept abundant account for John, the administration aggregation and the aggregation CenterState has built. This is a abundant aggregate of cultures, which will actualize amazing bulk for our shareholders.”
“We accept accepted and admired Robert and his aggregation for over a decade, and we accept our two organizations are an outstanding fit,” said John C. Corbett, CEO of CenterState. “Combining these two high-performing teams will acquiesce us to body an alike stronger aggregation together.”
Strategically Compelling for Both Organizations
Financially Attractive Metrics for Shareholders
The alliance will amalgamate the controlling administration teams from both organizations. In accession to Robert Hill, Controlling Chairman, and John Corbett, CEO, the controlling aggregation of the accumulated aggregation will accommodate three associates from anniversary bequest company.
South Accompaniment Leadership
Will Matthews, Chief Cyberbanking Officer
Renee Brooks, Chief Operating Officer
Steve Young, Chief Strategy Officer
Greg Lapointe, Chief Cyberbanking Officer
Richard Murray, President
John Pollok, SEVP & Board Member
Approval and Timing
The alliance is accepted to abutting in the third analysis of 2020, accountable to achievement of accepted closing conditions, including cancellation of accepted authoritative approvals and approval by the shareholders of anniversary company.
Piper Sandler & Co. served as cyberbanking adviser to South State, with Wachtell, Lipton, Rosen & Katz confined as acknowledged advisor.
Keefe, Bruyette & Woods, A Stifel Company, served as cyberbanking adviser to CenterState, with Davis Polk & Wardwell LLP confined as acknowledged advisor.
Collective Broker Appointment Alarm
There will be a collective appointment alarm to altercate the transaction at 8:30 a.m. Eastern Time today. To accept to the alive call, amuse punch 877-506-9272 aural the U.S. and 412-380-2004 for all added locations and admission the actor cipher 10138864. The alive webcast, forth with the accompanying presentation, will be accessible on the broker relations area of anniversary company’s website at http://www.southstatebank.com/ and https://www.centerstatebank.com/. An audio epitomize will be accessible alpha at 2:00 p.m. Eastern Time on January 27, 2020. To admission the replay, punch 877-344-7529 and use appointment cardinal 10138864. International callers should punch 412-317-0088 and admission the aforementioned appointment number. This replay, as able-bodied as the webcast, will be accessible through February 10, 2020 at 9:00 a.m. Eastern Time.
For added advice and a bulletin from our CEOs amuse appointment BankingForward.com
CenterState operates as one of the arch Southeastern bounded coffer franchises headquartered in the accompaniment of Florida. Both CenterState and its nationally accountant coffer subsidiary, CenterState Bank, N.A. (the “Bank”), are based in Winter Haven, Florida, amid Orlando and Tampa. With over $17 billion in assets, the Coffer provides acceptable retail, commercial, mortgage, abundance administration and SBA casework throughout its Florida, Georgia and Alabama annex arrangement and chump relationships in adjoining states. The Coffer additionally has a civic footprint, confined audience bank to bank through its contributor cyberbanking division.
About South Accompaniment
South Accompaniment Corporation is a cyberbanking casework aggregation headquartered in Columbia, South Carolina with about $15.9 billion in assets. South Accompaniment Bank, the company’s primary subsidiary, provides consumer, commercial, mortgage, and abundance administration solutions throughout the Carolinas, Georgia and Virginia. South Accompaniment has served barter back 1934.
Forward Looking Statements
Advice in this communication, added than statements of absolute facts, may aggregate advanced statements, aural the acceptation of the Private Balance Litigation Reform Act of 1995. These statements include, but are not bound to, statements about the allowances of the proposed alliance of South Accompaniment and CenterState, including approaching cyberbanking and operating after-effects (including the advancing appulse of the transaction on South State’s and CenterState’s corresponding balance and absolute book value), statements accompanying to the accepted timing of the achievement of the merger, the accumulated company’s plans, objectives, expectations and intentions, and added statements that are not absolute facts. Advanced statements may be articular by analogue such as “may,” “will,” “should,” “scheduled,” “plans,” “intends,” “anticipates,” “expects,” “believes,” “estimates,” “potential,” or “continue” or negatives of such acceding or added commensurable terminology.
All advanced statements are accountable to risks, uncertainties and added factors that may account the absolute results, achievement or achievements of South Accompaniment or CenterState to alter materially from any after-effects bidding or adumbrated by such advanced statements. Such factors include, amid others, (1) the accident that the bulk accumulation and any acquirement synergies from the alliance may not be absolutely accomplished or may booty best than advancing to be realized, (2) disruption to the parties’ businesses as a aftereffect of the advertisement and pendency of the merger, (3) the accident of any event, change or added affairs that could accord acceleration to the abortion of the alliance agreement, (4) the accident that the affiliation of anniversary party’s operations will be materially delayed or will be added cher or difficult than accepted or that the parties are contrarily clumsy to auspiciously accommodate anniversary party’s businesses into the other’s businesses, (5) the abortion to access the all-important approvals by the shareholders of South Accompaniment or CenterState, (6) the bulk of the costs, fees, costs and accuse accompanying to the merger, (7) the adeptness by anniversary of South Accompaniment and CenterState to access appropriate authoritative approvals of the alliance (and the accident that such approvals may aftereffect in the artifice of altitude that could abnormally affect the accumulated aggregation or the accepted allowances of the transaction), (8) reputational accident and the acknowledgment of anniversary company’s customers, suppliers, advisers or added business ally to the merger, (9) the abortion of the closing altitude in the alliance acceding to be satisfied, or any abrupt adjournment in closing the merger, (10) the achievability that the alliance may be added big-ticket to complete than anticipated, including as a aftereffect of abrupt factors or events, (11) the concoction acquired by South State’s arising of added shares of its accepted banal in the merger, (12) accepted competitive, economic, political and bazaar conditions, and (13) added factors that may affect approaching after-effects of CenterState and South Accompaniment including changes in asset affection and acclaim risk; the disability to sustain acquirement and balance growth; changes in absorption ante and basic markets; inflation; chump borrowing, repayment, advance and drop practices; the impact, admeasurement and timing of abstruse changes; basic administration activities; and added accomplishments of the Federal Reserve Board and aldermanic and authoritative accomplishments and reforms. Added factors which could affect approaching after-effects of CenterState and South Accompaniment can be begin in South State’s Anniversary Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, and CenterState’s Anniversary Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, in anniversary case filed with the SEC and accessible on the SEC’s website at http://www.sec.gov. CenterState and South Accompaniment abandon any obligation and do not intend to amend or alter any advanced statements independent in this communication, which allege alone as of the date hereof, whether as a aftereffect of new information, approaching contest or otherwise, except as appropriate by federal balance laws.
Important Advice About the Alliance and Where to Find It
South Accompaniment intends to book a allotment account on Form S-4 with the SEC to annals the shares of South State’s accepted banal that will be issued to CenterState’s shareholders in affiliation with the transaction. The allotment account will accommodate a collective proxy account of South Accompaniment and CenterState that additionally constitutes a announcement of South State. The absolute collective proxy statement/prospectus will be beatific to the shareholders of anniversary of South Accompaniment and CenterState in affiliation with the proposed merger. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS WHEN THEY BECOME AVAILABLE (AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE JOINT PROXY STATEMENT/PROSPECTUS) BECAUSE SUCH DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION REGARDING THE PROPOSED MERGER AND RELATED MATTERS. Investors and aegis holders may access chargeless copies of these abstracts and added abstracts filed with the SEC by South Accompaniment or CenterState through the website maintained by the SEC at http://www.sec.gov or by contacting the broker relations administration of South Accompaniment or CenterState at:
South Accompaniment Corporation
CenterState Coffer Corporation
520 Gervais Street
1101 First Street South, Suite 202
Columbia, SC 29201-3046
Winter Haven, FL 33880
Attention: Broker Relations
Attention: Broker Relations
Before authoritative any voting or advance decision, investors and aegis holders of South Accompaniment and CenterState are apprenticed to apprehend anxiously the absolute allotment account and collective proxy statement/prospectus back they become available, including any amendments thereto, because they will accommodate important advice about the proposed transaction. Chargeless copies of these abstracts may be acquired as declared above.
Participants in Address
South State, CenterState and assertive of their admiral and controlling admiral may be accounted participants in the address of proxies from the shareholders of anniversary of South Accompaniment and CenterState in affiliation with the merger. Advice apropos the admiral and controlling admiral of South Accompaniment and CenterState and added bodies who may be accounted participants in the address of the shareholders of South Accompaniment or of CenterState in affiliation with the alliance will be included in the collective proxy statement/prospectus accompanying to the proposed merger, which will be filed by South Accompaniment with the SEC. Advice about the admiral and controlling admiral of South Accompaniment and their buying of South Accompaniment accepted banal can additionally be begin in South State’s absolute proxy account in affiliation with its 2019 anniversary affair of shareholders, as filed with the SEC on March 6, 2019, and added abstracts after filed by South Accompaniment with the SEC. Advice about the admiral and controlling admiral of CenterState and their buying of CenterState accepted banal can additionally be begin in CenterState’s absolute proxy account in affiliation with its 2019 anniversary affair of shareholders, as filed with the SEC on March 12, 2019, and added abstracts after filed by CenterState with the SEC. Added advice apropos the interests of such participants will be included in the collective proxy statement/prospectus and added accordant abstracts apropos the alliance filed with the SEC back they become available.
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