COLUMBIA, S.C.--(BUSINESS WIRE)--
South State Corporation (NASDAQ: SSB) announced today the completion of
its merger with Southeastern Bank Financial Corporation (OTC: SBFC)
(Southeastern).
Under terms of the merger agreement, Southeastern shareholders will
receive 0.7307 shares of South State common stock in exchange for each
Southeastern share they owned, or an aggregate of approximately
4,990,000 shares of South State common stock.
Georgia Bank & Trust Company of Augusta, Southeastern’s bank subsidiary,
which also operates as Southern Bank & Trust, a division of Georgia Bank
& Trust Company of Augusta, in South Carolina, has merged with South
State Bank, a South Carolina banking corporation and the wholly-owned
banking subsidiary of South State Corporation.
“We are pleased to announce the completion of this merger with
Southeastern,” said Robert R. Hill, Jr., chief executive officer of
South State Corporation. “The Southeastern team has enjoyed many years
of success and we look forward to working with them and continuing to
serve their customers.”
With this merger, South State Corporation will have assets approaching
$11.0 billion and a market capitalization of approximately $2.5 billion.
“While this is a new chapter for Southeastern, we are excited to
continue to build on our accomplishments for the benefit of our
customers in the Augusta and Aiken communities,” said R. Daniel Blanton,
CEO of Southeastern Bank Financial Corporation. “By merging with a
high-performing regional bank like South State, we look forward to the
increased opportunities available to our customers, employees and
shareholders.”
With the merger, 12 branches will be added to the South State footprint,
9 in Georgia and 3 in South Carolina, increasing accessibility and
convenience for customers throughout the three-state banking network.
South State will operate 128 locations within South Carolina, Georgia
and North Carolina. The system conversion and Georgia Bank & Trust and
Southern Bank & Trust branch signage will transition to South State over
Presidents’ Day weekend, February 17 – February 20.
In addition, former Georgia Bank & Trust board member Grey B. Murray has
been appointed to the South State Corporation Board of Directors. He
currently serves as President of United Brokerage Company, Inc.,
headquartered in Augusta, Georgia, and is active in various civic and
community organizations in Augusta.
South State Corporation is the largest bank holding company
headquartered in South Carolina. Founded in 1933, the company’s primary
subsidiary, South State Bank, has been serving the financial needs of
its local communities in 24 South Carolina counties, 13 Georgia counties
and 4 North Carolina counties for over 80 years. The bank also operates
Minis & Co., Inc. and First Southeast 401K Fiduciaries, Inc., both
registered investment advisors; and First Southeast Investor Services,
Inc., a limited purpose broker-dealer. Prior to giving effect to the
merger, South State Corporation has assets of approximately $8.8 billion
and its stock is traded under the symbol SSB on the NASDAQ Global Select
Market. More information can be found at www.SouthStateBank.com.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
Statements included in this press release which are not historical in
nature are intended to be, and are hereby identified as, forward looking
statements for purposes of the safe harbor provided by Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. The words “may,” “will,” “anticipate,” “should,” “would,”
“believe,” “contemplate,” “expect,” “estimate,” “continue,” “may,” and
“intend,” as well as other similar words and expressions of the future,
are intended to identify forward looking statements. South State
Corporation (“SSB”) cautions readers that forward looking statements are
subject to certain risks and uncertainties that could cause actual
results to differ materially from anticipated results. Such risks and
uncertainties, include, among others, the following possibilities: the
outcome of any legal proceedings that may be instituted against SSB or
Southeastern Bank Financial Corporation (“SBFC”); the possibility that
the anticipated benefits of the transaction are not realized when
expected or at all, including as a result of the impact of, or problems
arising from, the integration of the two companies or as a result of the
strength of the economy and competitive factors in the areas where SSB
and SBFC do business; the possibility that the transaction may be more
expensive to complete than anticipated, including as a result of
unexpected factors or events; diversion of management’s attention from
ongoing business operations and opportunities; potential adverse
reactions or changes to business or employee relationships, including
those resulting from the announcement or completion of the transaction;
SSB’s ability to complete the acquisition and integration of SBFC
successfully; credit risk associated with an obligor’s failure to meet
the terms of any contract with the bank or otherwise fail to perform as
agreed; interest risk involving the effect of a change in interest rates
on both the bank’s earnings and the market value of the portfolio
equity; liquidity risk affecting the bank’s ability to meet its
obligations when they come due; price risk focusing on changes in market
factors that may affect the value of traded instruments in
“mark-to-market” portfolios; transaction risk arising from problems with
service or product delivery; compliance risk involving risk to earnings
or capital resulting from violations of or nonconformance with laws,
rules, regulations, prescribed practices, or ethical standards;
strategic risk resulting from adverse business decisions or improper
implementation of business decisions; reputation risk that adversely
affects earnings or capital arising from negative public opinion;
terrorist activities risk that results in loss of consumer confidence
and economic disruptions; cyber security risk related to SSB’s
dependence on internal computer systems and the technology of outside
service providers, as well as potential impacts of third party security
breaches, subjects the company to potential business disruptions or
financial losses resulting from deliberate attacks or unintentional
events; economic downturn risk resulting changes in the credit markets,
greater than expected noninterest expenses, excessive loan losses and
other factors and the implementation of federal spending cuts currently
scheduled to go into effect; and other factors that may affect future
results of SSB and SBFC. Additional factors that could cause results to
differ materially from those described above can be found in SSB’s
Annual Report on Form 10-K for the year ended December 31, 2015 and in
its subsequent Quarterly Reports on Form 10-Q, including for the quarter
ended September 30, 2016, each of which is on file with the Securities
and Exchange Commission (the “SEC”) and available in the “Investor
Relations” section of SSB’s website, http://www.southstatebank.com,
under the heading “SEC Filings” and in other documents SSB files with
the SEC, and in SBFC’s Annual Report on Form 10-K for the year ended
December 31, 2015 and in its subsequent Quarterly Reports on Form 10-Q,
including for the quarter ended September 30, 2016, each of which is on
file with the SEC and in other documents SBFC files with the SEC.
All forward-looking statements speak only as of the date they are made
and are based on information available at that time. SSB does not assume
any obligation to update forward-looking statements to reflect
circumstances or events that occur after the date the forward-looking
statements were made or to reflect the occurrence of unanticipated
events except as required by federal securities laws. As forward-looking
statements involve significant risks and uncertainties, caution should
be exercised against placing undue reliance on such statements.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170104005264/en/
South State Corporation
Analyst Contact:
Jim
Mabry, 843-529-5593
or
Media Contact:
Kellee
McGahey, 843-529-5574
Source: South State Corporation