SOUTHERN MISSOURI BANCORP, INC. ANNOUNCES COMPLETION OF MERGER WITH CENTRAL FEDERAL BANCSHARES, INC.
May 22 2020 - 5:30PM
Southern Missouri Bancorp, Inc. (“Southern Missouri,” NASDAQ:
SMBC), parent company of Southern Bank, Poplar Bluff, Missouri,
announced that its merger with Central Federal Bancshares, Inc.
(“Central”), Rolla, Missouri, was completed today. Central was the
parent company of Central Federal Savings & Loan Association of
Rolla (“Central Federal”), which was merged with and into Southern
Bank.
Following the completion of the merger, Southern Missouri now
operates 48 banking facilities in Missouri, Illinois, and
Arkansas. Greg Steffens, President and Chief Executive Officer
of Southern Missouri, commented, “We welcome the Central Federal
team members and customers to the Southern Bank family, and we look
forward to being a part of the Rolla community. As this merger is
taking place in the midst of an unusual and difficult time for our
nation’s public health and our national and regional economies, we
believe we can help Central Federal customers and the Rolla market
meet these challenges. We want to be a dependable partner in the
community, living our vision as a bank with ‘Strong Roots, Strong
Branches.’ We do that by placing an emphasis on impeccable customer
service and innovative technology, and we’re excited to help people
do big things in Rolla.”
As a result of the merger, each share of Central common stock
held immediately prior to completion of the merger is being
exchanged for $15.90 in cash. Southern Missouri paid approximately
$21.9 million in cash merger consideration.
At March 31, 2020, Central reported total consolidated assets of
$70.1 million, including loans, net, of $52.2 million, and deposits
of $46.3 million. On a pro forma basis, the combined entity will
hold assets of approximately $2.4 billion, including loans, net, of
$2.0 billion, and deposits of $2.0 billion. The transaction is
expected to be accretive to earnings per share within six months of
closing, exclusive of nonrecurring transaction expenses, and
accretive to tangible book value per common share in approximately
two years, based on the crossover method.
The firm of Lewis Rice, LLC served as legal advisor to Central,
while Silver, Freedman, Taff & Tiernan LLP served as legal
advisor to Southern Missouri. Keefe, Bruyette & Woods, a Stifel
Company, served as financial advisor to Central.
Forward-Looking Information:
Except for the historical information contained herein, the
matters discussed in this press release may be deemed to be
forward-looking statements that are subject to known and unknown
risks, uncertainties, and other factors that could cause the actual
results to differ materially from the forward-looking statements,
including: potential adverse impacts to the economic conditions in
the Company’s local market areas, other markets where the Company
has lending relationships, or other aspects of the Company’s
business operations or financial markets, generally, resulting from
the ongoing COVID-19 pandemic and any governmental or societal
responses thereto; expected cost savings, synergies and other
benefits from our merger and acquisition activities might not be
realized to the extent anticipated, within the anticipated time
frames, or at all, and costs or difficulties relating to
integration matters, including but not limited to customer and
employee retention, might be greater than expected; the strength of
the United States economy in general and the strength of the local
economies in which we conduct operations; fluctuations in interest
rates and in real estate values; monetary and fiscal policies of
the FRB and the U.S. Government and other governmental initiatives
affecting the financial services industry; the risks of lending and
investing activities, including changes in the level and direction
of loan delinquencies and write-offs and changes in estimates of
the adequacy of the allowance for loan losses; our ability to
access cost-effective funding; the timely development of and
acceptance of our new products and services and the perceived
overall value of these products and services by users, including
the features, pricing and quality compared to competitors' products
and services; fluctuations in real estate values and both
residential and commercial real estate markets, as well as
agricultural business conditions; demand for loans and deposits;
legislative or regulatory changes that adversely affect our
business; changes in accounting principles, policies, or
guidelines; results of regulatory examinations, including the
possibility that a regulator may, among other things, require an
increase in our reserve for loan losses or write-down of assets;
the impact of technological changes; and our success at managing
the risks involved in the foregoing. Any forward-looking statements
are based upon management’s beliefs and assumptions at the time
they are made. We undertake no obligation to publicly update or
revise any forward-looking statements or to update the reasons why
actual results could differ from those contained in such
statements, whether as a result of new information, future events
or otherwise. In light of these risks, uncertainties and
assumptions, the forward-looking statements discussed might not
occur, and you should not put undue reliance on any forward-looking
statements
Matt Funke, CFO
(573) 778-1800
Southern Missouri Bancorp (NASDAQ:SMBC)
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