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 application
for its proposed acquisition of Spirit of Texas Bank SSB, the bank
subsidiary of Spirit of Texas Bancshares, Inc. (“Spirit”), based in
Conroe, Texas. The Federal Reserve also accepted Simmons’ waiver
request with respect to its application for its proposed
acquisition of Spirit.
“We are pleased to receive Federal Reserve
approval of our acquisition of Spirit that will accelerate our
growth trajectory and drive long-term shareholder value,” said
George A. Makris, Jr., Simmons’ chairman and CEO. “Strengthening
our Texas franchise has been a strategic priority. The opportunity
to partner with Spirit not only enhances our current footprint but
also establishes a platform for growth in Houston, Austin, San
Antonio and College Station. The combination of our two
organizations places us in an advantageous position to capture
future growth in the Lone Star State. We look forward to bringing a
broader range of products and services, including our growing array
of leading-edge digital capabilities, to our newest group of
customers.”
The transaction with Spirit, which has already
been approved by the organizations’ respective boards of directors,
is expected to close in the second quarter of 2022, subject to the
satisfaction of customary closing conditions, including, among
others, approval of Spirit’s shareholders, as well as approval by
the Arkansas State Bank Department. Conversion of Spirit of Texas
Bank SSB customer accounts into Simmons Bank is expected to take
place immediately after closing. Until conversion, customers will
continue to be served through their respective Simmons Bank and
Spirit of Texas Bank SSB branches, website and mobile apps.
Simmons First National
CorporationSimmons First National Corporation (NASDAQ:
SFNC) is a Mid-South based financial holding company whose
principal subsidiary, Simmons Bank, operates 199 financial centers
in Arkansas, Missouri, Tennessee, Texas, Oklahoma and Kansas.
Founded in 1903, Simmons Bank offers comprehensive financial
solutions delivered with a client-centric approach. Simmons Bank
was 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 transaction with Spirit (“Proposed
Transaction”) to have on the combined entities’ operations,
financial condition, and financial results (including, among other
things, pro forma information), the expected timing of the Proposed
Transaction, 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
Transaction. 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 Transaction,
including approval by Spirit’s shareholders on the expected terms
and schedule, delay in closing the Proposed Transaction,
difficulties and delays in integrating the Spirit business or fully
realizing cost savings and other benefits of the Proposed
Transaction, business disruption following the Proposed
Transaction, 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 and Spirit 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 Transaction. 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 Transaction, the
Company has filed with the SEC a registration statement on Form S-4
(the “Registration Statement”) to register the shares of Company
common stock that will be issued to Spirit shareholders in the
Proposed Transaction. The Registration Statement includes a proxy
statement of Spirit and a prospectus of the Company (the “Proxy
Statement/Prospectus”), and the Company and/or Spirit may file with
the SEC other relevant documents concerning the Proposed
Transaction. The definitive Proxy Statement/Prospectus is being
mailed to shareholders of Spirit. SHAREHOLDERS ARE URGED TO READ
THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS
REGARDING THE PROPOSED TRANSACTION CAREFULLY AND IN ITS ENTIRETY
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BY THE COMPANY
AND/OR SPIRIT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE
DOCUMENTS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION.
Free copies of the Proxy Statement/Prospectus,
as well as other filings containing information about the Company
and Spirit, may be obtained at the SEC’s Internet site
(http://www.sec.gov), when they are filed by the Company or Spirit.
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” or from Spirit at www.sotb.com
under the “Investor Relations” link. Copies of the Proxy
Statement/Prospectus can also be obtained, free of charge, by
directing a request to the Company at 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; or by directing a request to Spirit at Spirit of Texas
Bancshares, Inc., 1836 Spirit of Texas Way, Conroe, Texas 77301,
Attention: Corporate Secretary, Email: jgoleman@sotb.com,
Telephone: (936) 521-1836.
Participants in the
SolicitationThe Company, Spirit, and certain of their
respective directors, executive officers and employees may be
deemed to be participants in the solicitation of proxies from the
shareholders of Spirit in connection with the Proposed Transaction.
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 about Spirit’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 9, 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, is contained in the Proxy
Statement/Prospectus regarding the Proposed Transaction 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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