MOULTRIE, Ga. and ATLANTA, Dec. 17,
2018 /PRNewswire/ -- Ameris Bancorp (Nasdaq: ABCB)
("Ameris"), the parent company of Ameris Bank, and Fidelity
Southern Corporation (Nasdaq: LION) ("Fidelity"), the parent
company of Fidelity Bank, jointly announced today the signing of a
definitive merger agreement pursuant to which Fidelity will merge
with and into Ameris in an all-stock transaction. Based on
September 30, 2018 results, and
excluding purchase accounting adjustments, the combined company
will have approximately $16.2 billion
in assets and a branching network across four states. Pro
forma for the merger, 72 branches and $4.7
billion of deposits are located in the Atlanta MSA; 26
branches and approximately $1.8
billion of deposits are located in the Jacksonville MSA.
Upon completion of the merger, James B.
Miller, Jr., Chairman and Chief Executive Officer of
Fidelity, will become Executive Chairman of Ameris and Ameris Bank and H. Palmer Proctor, Jr., President of Fidelity and
Chief Executive Officer of Fidelity Bank, will become President of
Ameris and Chief Executive Officer of Ameris Bank.
Dennis J. Zember Jr. and
Lawton E. Bassett, III will remain
Chief Executive Officer of Ameris and President of Ameris Bank,
respectively. Nicole S. Stokes
will continue as Chief Financial Officer of both Ameris and Ameris Bank.
Five Fidelity directors, including Messrs. Miller and Proctor,
will join the Ameris board, which will be increased in size to 14
members upon completion of the merger.
"We have known Jim and Palmer for many years and have admired
the exceptional community bank they have built. Fidelity Bank
is the crown jewel of Atlanta and
we couldn't be more excited to partner with such a fine
institution," commented Dennis J. Zember
Jr., Chief Executive Officer of Ameris. "This
partnership not only strengthens our management team, but also
creates a dynamic franchise with the opportunity for quality growth
for the foreseeable future."
"We are truly excited to be partnering with Ameris," noted
James B. Miller, Jr., Chairman and
Chief Executive Officer of Fidelity. "We have built a relationship
with Ameris over the years and now is the time to combine our
respective franchises to create a leading Southeastern bank holding
company operating in a number of the best banking markets in the
country. I am convinced that this merger will result in benefits to
the shareholders, customers and employees of both companies that
would have likely taken years to accomplish independently."
H. Palmer Proctor Jr., President
of Fidelity added, "The combination of Ameris and Fidelity joins
two franchises that are very similar in culture, complementary in
terms of our lines of business and well positioned competitively,
resulting in a $16 billion asset bank
second to none in terms of management strength and financial
resources." Proctor further stated, "Dennis and I have a common
vision as to the future of banking and I am excited for the
opportunity for us to leverage the extremely talented and
experienced Ameris and Fidelity bankers to build the premier full
service regional bank operating throughout Florida, Georgia, Alabama and the Carolinas. I truly believe
that this merger is a win-win for both companies' shareholders,
customers and employees, as well as the communities we serve."
Under the terms of the definitive merger agreement, each share
of Fidelity common stock, including restricted shares, will be
converted into the right to receive 0.80 shares of Ameris common
stock. Outstanding options to purchase shares of Fidelity
common stock will be converted into options to purchase shares of
Ameris common stock, with the exercise price and number of shares
underlying each option adjusted to reflect the exchange ratio of
0.80. The transaction is valued at $27.22 per share, or approximately $750.7 million in the aggregate, based
on Ameris's closing stock price of $34.02 as of December 14,
2018.
The merger agreement has been unanimously approved by the board
of directors of each company. The transaction is expected to
close in the second quarter of 2019 and is subject to customary
closing conditions, including the receipt of regulatory approvals
and the approval of the Ameris and Fidelity shareholders.
A presentation with additional information regarding the
transaction will be available on the Investor Relations page of
http://www.AmerisBank.com.
Stephens Inc. served as financial advisor and Rogers &
Hardin LLP provided legal counsel to Ameris. Sandler O'Neill
+ Partners, L.P. served as financial advisor and Wachtell, Lipton,
Rosen & Katz provided legal counsel to Fidelity. FIG Partners,
LLC, in addition to Sandler O'Neill, provided a fairness opinion to
Fidelity.
Conference Call Information
Ameris will host a teleconference at 11:00 a.m. Eastern time today (December 17, 2018) to discuss the transaction and
answer appropriate questions. The conference call can be
accessed by dialing 1-877-504-1190 (or 1-855-669-9657 for
participants in Canada and
1-412-902-6630 for other international participants). The
conference ID name is Ameris Bancorp ABCB. A replay of
the call will be available one hour after the end of the conference
call until December 31, 2018.
To listen to the replay, dial 1-877-344-7529 (or 1-855-669-9658 for
participants in Canada and
1-412-317-0088 for other international participants). The
conference replay access code is 10127159. The conference
call replay and the information discussed will also be available on
the Investor Relations page of the Ameris Bank website at
www.AmerisBank.com.
Cautionary Statements Regarding Forward-Looking
Information
This news release contains forward-looking statements, as
defined by federal securities laws, including, among other
forward-looking statements, certain plans, expectations and goals,
and including statements about the benefits of the proposed merger
between Ameris and Fidelity. Words such as "may," "believe,"
"expect," "anticipate," "intend," "will," "should," "plan,"
"estimate," "predict," "continue" and "potential" or the negative
of these terms or other comparable terminology, as well as similar
expressions, are meant to identify forward-looking
statements. The forward-looking statements in this news
release are based on current expectations and are provided to
assist in the understanding of potential future performance.
Such forward-looking statements involve numerous assumptions, risks
and uncertainties that may cause actual results to differ
materially from those expressed or implied in any such statements,
including, without limitation, the following: the parties'
ability to consummate the proposed merger or satisfy the conditions
to the completion of the proposed merger, including, without
limitation, the receipt of required shareholder and regulatory
approvals, on the terms expected or on the anticipated schedule;
the parties' ability to meet expectations regarding the timing,
completion and accounting and tax treatments of the proposed
merger; the businesses of Ameris and Fidelity may not be integrated
successfully or such integration may take longer to accomplish than
expected; the expected cost savings and any revenue synergies from
the proposed merger may not be fully realized within the expected
timeframes; disruption from the proposed merger may make it more
difficult to maintain relationships with customers, employees or
others; diversion of management time to merger-related issues;
dilution caused by Ameris's issuance of additional shares of its
common stock in connection with the proposed merger; general
competitive, economic, political and market conditions and
fluctuations, including, without limitation, movements in interest
rates; competitive pressures on product pricing and services; and
success and timing of other business strategies. For a
discussion of some of the other risks and other factors that may
cause such forward-looking statements to differ materially from
actual results, please refer to Ameris's and Fidelity's filings
with the Securities and Exchange Commission, including Ameris's
Annual Report on Form 10-K for the year ended December 31, 2017 and its subsequently filed
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and
Fidelity's Annual Report on Form 10-K for the year ended
December 31, 2017 and its
subsequently filed Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K. Forward-looking statements speak only as
of the date they are made, and neither Ameris nor Fidelity
undertakes any obligation to update or revise forward-looking
statements.
Additional Information and Where to Find It
Ameris intends to file a registration statement on Form S-4 with
the Securities and Exchange Commission to register the shares of
Ameris common stock that will be issued to Fidelity's shareholders
in connection with the proposed merger transaction. The
registration statement will include a joint proxy
statement/prospectus and other relevant materials in connection
with the transaction. BEFORE MAKING ANY VOTING OR INVESTMENT
DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER AND ANY OTHER
RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
MERGER. Investors and security holders may obtain free copies
of these documents and other documents filed with the Securities
and Exchange Commission on its website at http://www.sec.gov.
Investors and security holders may also obtain free copies of the
documents filed with the Securities and Exchange Commission by
Ameris on its website at http://www.AmerisBank.com and by
Fidelity on its website at www.FidelitySouthern.com.
This 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. Before making any voting or investment
decision, investors and security holders of Ameris and
Fidelity are urged to read carefully the entire registration
statement and joint proxy statement/prospectus when they become
available, including any amendments thereto, because they will
contain important information about the proposed merger
transaction. Free copies of these documents may be obtained
as described above.
Participants in the Merger Solicitation
Ameris and Fidelity, and certain of their respective directors,
executive officers and other members of management and employees,
may be deemed to be participants in the solicitation of proxies
from Ameris's shareholders and Fidelity's shareholders in respect
of the proposed merger transaction. Information regarding the
directors and executive officers of Ameris and Fidelity and other
persons who may be deemed participants in the solicitation of
Ameris's shareholders and Fidelity's shareholders will be included
in the joint proxy statement/prospectus for Ameris's meeting of
shareholders and Fidelity's meeting of shareholders, which will be
filed by Ameris with the Securities and Exchange Commission.
Information about Ameris's directors and executive officers and
their ownership of Ameris common stock can also be found in
Ameris's definitive proxy statement in connection with its 2018
annual meeting of shareholders, as filed with the Securities and
Exchange Commission on April 2, 2018,
and other documents subsequently filed by Ameris with the
Securities and Exchange Commission. Information about
Fidelity's directors and executive officers and their ownership of
Fidelity common stock can also be found in Fidelity's definitive
proxy statement in connection with its 2018 annual meeting of
shareholders, as filed with the Securities and Exchange Commission
on April 3, 2018, and other documents
subsequently filed by Fidelity with the Securities and Exchange
Commission. Additional information regarding the interests of
such participants will be included in the joint proxy
statement/prospectus and other relevant documents regarding the
proposed merger transaction filed with the Securities and Exchange
Commission when they become available.
Ameris Bancorp
Ameris Bancorp is a bank holding company headquartered
in Moultrie, Georgia and the
parent of Ameris Bank, a Georgia
state-chartered bank. Ameris Bank currently has 129 locations
in Georgia, Alabama,
northern Florida and South Carolina.
Fidelity Southern Corporation
Fidelity Southern Corporation, through its operating
subsidiaries, Fidelity Bank and LionMark Insurance Company,
provides banking services and Wealth Management services and
credit-related insurance products through branches in Georgia and Florida, and an insurance office in
Atlanta, Georgia. Indirect
auto loans are provided in Georgia
and Florida and mortgage loans are
provided throughout the South, while SBA loans are originated
nationwide. For additional information about Fidelity's
products and services, please visit the website at
www.FidelitySouthern.com.
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SOURCE Ameris Bancorp