HATTIESBURG, Miss.–(BUSINESS WIRE)–The First Bancshares, Inc. (NASDAQ: FBMS) (“First Bancshares” or the “Company”), the holding company of The First Bank (“The First”), announced today which has completed the acquisition of Beach Bancorp, Inc. (“BBI”). Following the completion of the acquisition, BBI’s subsidiary bank Beach Bank was merged into The First, with The First as the surviving bank. This transaction has furthered the company’s regional expansion plan by increasing market share in Northwest Florida and acquiring a presence in the Tampa market.
Pursuant to the terms of the merger agreement, holders of BBI common or preferred shares Values You will receive 0.1711 of a common share of the Company Values (the “Exchange Ratio”) (subject to payment of cash in lieu of fractional shares) for each BBI common or preferred share held immediately prior to the effective date. Each common share of the Company outstanding immediately prior to the merger remained outstanding and was not affected by the merger. In addition, at the effective time of the merger, all stock options granted under BBI’s stock plans were automatically converted into an option for purchase common shares of the Company on the same terms and conditions applicable to each BBI option as in effect immediately before the effective moment, with the number of shares underlying each of said options and the applicable exercise price adjusted according to the Exchange Ratio.
As a result of the merger, the combined Company now has approximately $6.7 billion in total assets, $5.8 billion in total deposits and $3.6 billion in total loans. The Company now also has 97 locations in Mississippi, Louisiana, Alabama, Florida and Georgia.
About First Bancshares, Inc.
The First Bancshares, Inc., based in Hattiesburg, Mississippi, is the parent company of The First Bank. Founded in 1996, First has operations in Mississippi, Louisiana, Alabama, Florida and Georgia. The Company’s shares are traded on the NASDAQ global market under the symbol FBMS. Additional information is available on the Company’s website: www.elprimerbanco.com.
Cautionary Statements Regarding Forward-Looking Information.
This current report on Form 8-K and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, and subject to the protections Of the same. , as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
All statements other than statements of historical fact are forward-looking statements. Such statements can generally be identified by words such as “believes”, “anticipates”, “expects”, “may”, “will”, “supposes”, “should”, “predicts”, “could”, “could”, ” intends”, “targets”, “estimates”, “projects”, “plans”, “potential”, “positioned” and other similar words and expressions of the future or otherwise with respect to prospects for future business and financial performance of the Company and/or the performance of the banking industry and the economy in general. Potential investors are cautioned that such forward-looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties that may cause the actual results, performance or achievements of the Company to be materially different from the results, performance or future achievements. expressed or implied in such forward-looking statements. Forward-looking statements are based on known information and the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated in such forward-looking statements. Factors that could cause such differences include, but are not limited to: (1) competitive pressures among financial institutions increasing significantly; (2) changes in economic or political conditions, either nationally or locally, particularly in areas in which the Company operates; (3) interest rate risk; (4) changes in applicable laws, rules or regulations; (5) risks related to the Company’s recently completed and pending acquisitions, including that the anticipated benefits of recently completed acquisitions may not materialize in a timely manner or as a result of changes in general economic and market conditions or other unexpected factors or events; (6) changes in management’s plans for the future; (7) credit risk associated with our lending activities; changes in interest rates, loan demand, real estate values, or competition; (8) changes in accounting principles, policies or guidelines; (9) adverse results of current or future litigation, regulatory examinations or other legal and/or regulatory actions, including as a result of the Company’s participation and execution in government programs related to the COVID-19 pandemic and related variants; (10) the continuing impact of the COVID-19 pandemic and related variations on the Company’s assets, business, cash flows, financial condition, liquidity, prospects and results of operations; (11) higher inflation and its impacts; (12) the effects of war or other conflicts, including impacts related to or resulting from Russian military action in Ukraine; and (13) other general competitive, economic, political and market factors, including those that affect our business, operations, prices, products or services.
Statements about the potential effects of the COVID-19 pandemic and related developments on the Company’s assets, business, liquidity, financial condition, prospects and results of operations may constitute forward-looking statements and are subject to change. risks that actual effects may differ. , possibly materially, from what is reflected in these forward-looking statements due to factors and future developments that are uncertain, unpredictable and in many cases beyond our control, including the depth, spread and duration of the pandemic, actions taken by government authorities in response to the pandemic, and the direct and indirect impact of the pandemic on customers, employees, third parties and the Company.
The risks related to the proposed merger of Beach Bancorp, Inc. (the “Beach Merger”) and the merger of Heritage Southeast Bancorporation, Inc. (the “Heritage Merger”, and together with the Beach Merger, the “Mergers “) include, but are not limited to, (1) the risk that cost savings and revenue synergies from the Mergers may not be realized or may take longer to realize, (2) the Mergers’ disruption of relationships with customers, suppliers, employees or other business partners, (3) the occurrence of any event, change or other circumstances that could lead to the termination of the Heritage Merger, (4) the risk of successful integration of Beach Bancorp, Inc. and Heritage Southwest Bancocorporation, Inc. to the Company, (5) the failure to obtain the necessary approval from the shareholders of the Company and Heritage Southwest Bancocorporation, Inc. with respect to the Heritage Merger, (6) the amount of the costs, fees, expenses and charge s related to the Heritage Merger, (7) the Company’s ability to obtain required government approvals with respect to the Heritage Merger, (8) reputational risk and the reaction of each of the customers, suppliers, employees or other business partners of the companies to the Mergers, (9) the failure to meet the closing conditions in the definitive agreements with respect to the Heritage Merger, or any unexpected delay in the closing of the Heritage Merger, ( 10) the risk that the integration of the operations of each of Beach Bancorp, Inc. and Heritage Southeast Bancorporation, Inc. into the operations of the Company will be materially delayed or more costly or difficult than expected, (11) the possibility that the Heritage Merger may be more costly to complete than anticipated, including as a result of unexpected factors or events, (12) dilution caused by the issuance of additional shares of the shares is ordinary of the Company in the Heritage Merger, and (13) general competitive, economic, political and market conditions. Additional factors that could affect forward-looking statements can be found in the cautionary language included under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in the Annual Report. of the Company on Form 10-K for the year ended December 31, 2021, under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other documents subsequently filed by the Company with the SEC. Accordingly, no forward-looking statement can be guaranteed.
These and other factors that could cause results to differ materially from those described in the forward-looking statements, as well as a discussion of the risks and uncertainties that may affect our business, can be found in our Annual Report on Form 10-K and in other filings we make with the Securities and Exchange Commission (“SEC”), which are available on the SEC’s website, http://www.sec.gov. Undue reliance should not be placed on forward-looking statements. The Company disclaims any obligation to update such factors or to publicly announce the results of any revision of any forward-looking statements contained herein to reflect future events or developments.
For additional information, contact:
M. Ray “Hoppy” Cole, Jr.
Vice President, President and CEO
Dee Dee Lowery