Simmons First National Corporation (NASDAQ: SFNC) (the “Company” or
“Simmons”) announced today that the Federal Reserve Bank of St.
Louis (“Federal Reserve”) has approved Simmons Bank’s applications
for its proposed acquisitions of Landmark Community Bank
(“Landmark”) based in Collierville, Tennessee, and Triumph Bank,
the bank subsidiary of Triumph Bancshares, Inc. (“Triumph”), based
in Memphis, Tennessee. The Federal Reserve also accepted Simmons’
waiver request with respect to its application for its proposed
acquisition of Triumph.
“We are pleased to receive Federal Reserve
approval of our acquisitions of Landmark and Triumph that will
enhance our scale in the Memphis and Nashville markets, accelerate
our growth trajectory and drive long-term shareholder value,” said
George A. Makris, Jr., Simmons’ chairman and CEO. “Landmark and
Triumph are two successful, local community banks with whom we
share a common set of principles and culture, a commitment to the
communities we serve and a passion for delivering superior customer
service. We look forward to bringing a broader array of products
and services, including our leading-edge mobile banking app, to our
newest group of customers.”
The transactions with Landmark and Triumph,
which have already been approved by the organizations’ respective
boards of directors, are expected to close in the fourth quarter of
2021, subject to the satisfaction of customary closing conditions,
including, among others, approval of Landmark’s shareholders (in
the case of the Landmark transaction) and Triumph’s shareholders
(in the case of the Triumph transaction), as well as approval by
the Arkansas State Bank Department. Conversion of Landmark and
Triumph Bank customer accounts into Simmons Bank is expected to
take place immediately after closing. Until conversion, Landmark
and Triumph Bank customers will continue to be served through their
respective Landmark and Triumph Bank branches, website and mobile
apps.
Simmons First National
CorporationSimmons First National Corporation (NASDAQ:
SFNC) is an approximately $23.4 billion asset Mid-South based
financial holding company whose principal subsidiary, Simmons Bank,
operates 198 financial centers, including 68 in Arkansas, 48 in
Missouri, 33 in Tennessee, 23 in Texas, 20 in Oklahoma and 6 in
Kansas. Founded in 1903, Simmons Bank offers comprehensive
financial solutions delivered with a client-centric approach.
Simmons Bank was recently named to Forbes’ list of “World’s Best
Banks” for the second consecutive year and ranked among the top 30
banks in Forbes’ list of “America’s Best Banks” for 2021.
Additional information about Simmons and Simmons Bank can be found
on our website at simmonsbank.com, by following @Simmons_Bank on
Twitter or by visiting our newsroom.
Forward-Looking
StatementsCertain statements in this press release may not
be based on historical facts and should be considered
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements may be identified by reference to a future period(s) or
by the use of forward-looking terminology, such as “anticipate,”
“estimate,” “expect,” “foresee,” “may,” “will,” “would,” “could,”
or “intend,” future or conditional verb tenses, variations or
negatives of such terms. These forward-looking statements include,
without limitation, statements relating to the impact the Company
expects the proposed transactions with Landmark and Triumph
(“Proposed Transactions”) to have on the combined entities’
operations, financial condition, and financial results (including,
among other things, pro forma information), and the Company’s
expectations about its ability to successfully integrate the
combined businesses and the amount of merger related costs, as well
as cost savings and other benefits, the Company expects to realize
as a result of the Proposed Transactions. Readers are cautioned not
to place undue reliance on the forward-looking statements contained
in this press release, which involve risks and uncertainties, as
actual results could differ materially from those indicated in such
forward-looking statements due to a variety of factors. These
factors, include, but are not limited to, the ability to obtain
regulatory approvals and meet other closing conditions to the
Proposed Transactions, including approval by Landmark’s and
Triumph’s respective shareholders on the expected terms and
schedule, delay in closing the Proposed Transactions, difficulties
and delays in integrating the Landmark and/or Triumph business or
fully realizing cost savings and other benefits of the Proposed
Transactions, business disruption following the Proposed
Transactions, changes in interest rates and capital markets,
inflation, customer acceptance of the Company’s products and
services, and other risk factors. Other relevant risk factors may
be detailed from time to time in the Company’s press releases and
filings with the U.S. Securities and Exchange Commission (the
“SEC”). All forward-looking statements, expressed or implied,
included in this press release are expressly qualified in their
entirety by the cautionary statements contained or referred to
herein. Any forward-looking statement speaks only as of the date of
this press release, and the Company, Landmark, and Triumph
undertake no obligation, and specifically decline any obligation,
to revise or update these forward-looking statements, whether as a
result of new information, future developments or otherwise.
Important Additional Information and
Where to Find ItThis communication does not constitute an
offer to sell or the solicitation of an offer to buy any securities
or a solicitation of any vote or approval with respect to the
Proposed Transactions. No offer of securities shall be made except
by means of a prospectus meeting the requirements of the Securities
Act of 1933, as amended, and no offer to sell or solicitation of an
offer to buy shall be made in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
In connection with the Proposed Transactions,
the Company has filed with the SEC a registration statement on Form
S-4 (the “Registration Statement”) that includes proxy statements
of each of Landmark and Triumph and a prospectus of the Company
(the “Joint Proxy Statement/Prospectus”), and the Company may file
with the SEC other relevant documents concerning the Proposed
Transactions. The definitive Joint Proxy Statement/Prospectus will
be mailed to shareholders of Landmark and Triumph. SHAREHOLDERS ARE
URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY
STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTIONS CAREFULLY
AND IN ITS ENTIRETY AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC BY THE COMPANY, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THOSE DOCUMENTS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTIONS.
Free copies of the Joint Proxy
Statement/Prospectus, as well as other filings containing
information about the Company, may be obtained at the SEC’s
Internet site (http://www.sec.gov), when they are filed by the
Company. You will also be able to obtain these documents, when they
are filed, free of charge, from the Company at simmonsbank.com
under the heading “Investor Relations.” Copies of the Joint Proxy
Statement/Prospectus can also be obtained, free of charge, by
directing a request to Simmons First National Corporation, 501 Main
Street, Pine Bluff, Arkansas 71601, Attention: Ed Bilek, Director
of Investor Relations, Email: ed.bilek@simmonsbank.com or
ir@simmonsbank.com, Telephone: (870) 541-1000, to Triumph
Bancshares, Inc., 5699 Poplar Avenue, Memphis, TN 38119, Attention:
Will Chase, President, Telephone: (901) 333-8800, or to Landmark
Community Bank, 1015 West Poplar Avenue, Collierville, TN 38017,
Attention: Jake Farrell, Chairman, Telephone: (901) 850-0555.
Participants in the
SolicitationThe Company, Landmark, Triumph and certain of
their directors, executive officers and employees may be deemed to
be participants in the solicitation of proxies from the
shareholders of Landmark or Triumph in connection with the Proposed
Transactions. Information about the Company’s directors and
executive officers is available in its proxy statement for its 2021
annual meeting of shareholders, which was filed with the SEC on
April 15, 2021. Information regarding all of the persons who may,
under the rules of the SEC, be deemed participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, are contained in the
Joint Proxy Statement/Prospectus regarding the Proposed
Transactions and other relevant materials to be filed with the SEC
when they become available. Free copies of these documents may be
obtained as described in the preceding paragraph.
FOR MORE INFORMATION CONTACT:Ed BilekEVP, Director of Investor
RelationsSimmons First National
Corporationed.bilek@simmonsbank.com
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