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Press Release
First Bancshares, Inc. Announces the Acquisition of FMB Banking Corporation
HATTIESBURG, Miss. & MONTICELLO, Fla.--(BUSINESS WIRE)-- The First Bancshares, Inc. (NASDAQ:FBMS) ("First Bancshares" or "the Company"), holding company for The First, A National Banking Association ("The First"), announced today the signing of an Agreement and Plan of Merger with FMB Banking Corporation ("FMB"), parent company of Farmers & Merchants Bank, pursuant to which First Bancshares has agreed to acquire 100% of the common stock of FMB in a combined stock and cash transaction.
Under the terms of the Agreement and Plan of Merger, each FMB shareholder will have the option to receive either $204.70 in cash or 5.6391 shares of First Bancshares' common stock in exchange for each share of FMB common stock, subject to customary pro-ration and reallocation procedures, so that 80% of FMB shares will receive the stock consideration and 20% will receive the cash consideration. The aggregate consideration is valued at approximately $80 million, based on FBMS' closing price of $36.45 per share as of July 23, 2018.
At June 30, 2018, FMB had approximately $480.7 million in consolidated assets, $329.1 million in loans, $421.6 million in deposits and $38.8 million in consolidated stockholder's equity. FMB serves Jefferson and Leon counties in Florida and Thomas County in Georgia through six full service offices. The transaction will expand The First's footprint in the Florida panhandle and will mark its entry into southern Georgia, and will further bolster The First's presence in the Tallahassee market. Additional information is available on the website for Farmers & Merchants Bank: https://www.FMBBank.com/.
The Agreement and Plan of Merger has been approved by the Boards of Directors of First Bancshares and FMB. The closing of the transaction, which is expected to occur in the fourth quarter of 2018, is subject to customary conditions, including regulatory approval and approval by the shareholders of FMB.
F. Wilson Carraway III, Chairman of the Board of FMB, commented, "We are excited to combine with a quality institution in The First. This combination will continue FMB's longstanding track record of service to its customers, employees, and communities, and it also provides significant value to our shareholders."
Combined Company
Upon completion of the transaction, the combined company will have approximately $3.0 billion in total assets, $2.5 billion in total deposits and $2.0 billion in total loans. The Company will have 67 locations in Mississippi, Louisiana, Alabama, Florida, and Georgia.
M. Ray "Hoppy" Cole, President & Chief Executive Officer of First Bancshares and The First, commented, "We are excited to join forces with FMB and look forward to growing our combined market share in Florida and southern Georgia.
We are convinced that this partnership will allow our combined company to better serve our existing clients and will provide additional capacity to generate new relationships. The combined company will have improved access to growth capital to help support existing as well as new markets in the Florida/Georgia region.
FMB is over 100 years old and is well known for delivering excellent service and exceptional performance. We are grateful that FMB chose our company to partner with to help achieve our shared strategic vision of building a service oriented, high performing regional community bank.
An important part of our community bank model is local support and ownership. It helps ensure that we remain responsive to the needs of our clients and local markets. FMB shareholders will have a significant ownership position in our combined company and will be a part of continuing to build our franchise in the Gulf South."
Advisors
FIG Partners, LLC served as financial advisor to First Bancshares, and Alston & Bird LLP served as its legal advisor. The Hovde Group LLC served as financial advisor to FMB, and Bryan Cave Leighton Paisner LLP served as its legal advisor.
About The First Bancshares, Inc.
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 and Florida. The Company's stock is traded on NASDAQ Global Market under the symbol FBMS. Information is available on the Company's website: www.thefirstbank.com.
About FMB Banking Corporation
FMB Banking Corporation is the holding company of Farmers & Merchants Bank, a community bank with six locations in Monticello and Tallahassee, Florida and Thomasville, Georgia.
