Simmons First National Corporation (Nasdaq: SFNC)
(“
Simmons” or “
Company”)
announced today that it has entered into a definitive agreement and
plan of merger (“
Agreement”) with The Landrum
Company (“
Landrum”). According to the terms
of the Agreement, Simmons will acquire all of the outstanding
capital stock of Landrum in an all-stock transaction. Landrum
is headquartered in Columbia, Missouri, and is the parent company
of Landmark Bank.
“We consider ourselves very fortunate to be able
to engage in this transaction with The Landrum Company,” said
George A. Makris, Jr., Simmons’ chairman and CEO. “With over
$3 billion of assets and locations throughout Missouri, Oklahoma,
and Texas, Landmark Bank will fit in our organization perfectly.
Landmark Bank is a strong banking franchise with deep history
and much success in the communities it serves, and I am thrilled
that the Landmark Bank team has chosen to become our newest
partner. By combining our companies, we will substantially
enhance our ability to provide quality financial products and
services to our customers throughout Missouri, Oklahoma, and
Texas. We look forward to officially welcoming Landmark
Bank’s customers and associates to the Simmons family later this
year.”
Landrum’s Financial Highlights (unaudited as of
June 30, 2019):
- Assets: $3.3 billion
- Loans: $2.1 billion
- Deposits: $3.0 billion
- Branches: 39
“We at Landmark Bank are extremely excited about
the opportunity to join forces with Simmons,” said Kevin Gibbens,
Landrum’s president and CEO. “Simmons has grown to become an
impressive regional bank known for successfully integrating its
merger partners into its enterprise, and that gives me great
confidence in our combined future. Through this transaction,
we will be able to take advantage of Simmons’ size and scale to
provide our customers with additional products and services, as
well as greater lending capabilities. I am convinced that
this strategic transaction represents the best path forward for our
customers, associates, and shareholders alike.”
Under the terms of the Agreement, the holders of
Landrum’s common stock will receive, in the aggregate, 17,350,000
shares of the Company’s common stock, subject to certain conditions
and potential adjustments. Each share of Landrum common stock
will be converted into the right to receive approximately 25.5
shares of the Company’s common stock, subject to certain conditions
and potential adjustments. In addition, each share of
Landrum’s series E preferred stock will be converted into the right
to receive one share of Simmons’ series D preferred stock.
Completion of the transaction is expected during the fourth quarter
of 2019 and is subject to certain closing conditions, including
approval by the shareholders of Landrum, as well as customary
regulatory approvals. After closing, Landmark Bank is
expected to continue operations as a separate bank subsidiary of
Simmons for an interim period until it is merged with and into
Simmons Bank.
Stephens Inc. served as financial advisor to
Simmons, and Keefe, Bruyette & Woods, a Stifel Company served
as financial advisor to Landrum.
About Simmons First National
Corporation
Simmons is a financial holding company
headquartered in Pine Bluff, Arkansas, with total consolidated
assets of approximately $17.9 billion (as of June 30, 2019)
conducting financial operations in Arkansas, Colorado, Illinois,
Kansas, Missouri, Oklahoma, Tennessee, and Texas. The Company,
through its subsidiaries, offers comprehensive financial solutions
delivered with a client-centric approach. The Company’s common
stock trades on Nasdaq under the symbol “SFNC.”
Conference Call
Simmons’ management will conduct a conference
call to review this information beginning at 9:00am Central Time on
Wednesday, July 31, 2019. Interested persons can listen to this
call by dialing toll-free (866) 298-7926 (United States and Canada
only) and asking for the Simmons First National Corporation
conference call, conference ID 9887327. In addition, the call will
be available live or in recorded version on the Company's website
at www.simmonsbank.com.
Additional information regarding the acquisition
is provided in a supplemental presentation available under the
"Investor Relations" section on the Company's website at
www.simmonsbank.com.
Forward Looking Statements
Certain statements contained in this press
release may not be based on historical facts and are
“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,” “might,”
“will,” “would,” “could” or “intend,” future or conditional verb
tenses, and 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 Landrum (the “Proposed Transaction”) to have on the combined
entities operations, financial condition, and financial results,
and the Company’s expectations about its ability to successfully
integrate the combined businesses and the amount of 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
document in that 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
Landrum’s shareholders on the expected terms and schedule, delay in
closing the Proposed Transaction, difficulties and delays in
integrating the Landrum 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 Landrum
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.
Additional Information and Where to Find
It
This press release 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 will file with the SEC a registration statement on Form S-4
(the “Registration Statement”) that will include a proxy statement
of Landrum and a prospectus of the Company (the “Proxy
Statement/Prospectus”), and the Company may file with the SEC other
relevant documents concerning the Proposed Transaction. The
definitive Proxy Statement/Prospectus will be mailed to
shareholders of Landrum. SHAREHOLDERS ARE URGED TO READ THE
REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING
THE PROPOSED TRANSACTION CAREFULLY AND IN THEIR ENTIRETY WHEN IT
BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC BY THE COMPANY, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION.
Free copies of the 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 www.simmonsbank.com under the heading “Investor
Relations.” Copies of the Proxy Statement/Prospectus can also
be obtained, when it becomes available, free of charge, by
directing a request to Simmons First National Corporation, 501 Main
Street, Pine Bluff, Arkansas 71601, Attention: Stephen C.
Massanelli, Investor Relations Officer, Email:
steve.massanelli@simmonsbank.com or ir@simmonsbank.com, Telephone:
(870) 541-1000 or to The Landrum Company, 801 East Broadway,
Columbia, Missouri, 65201, Attention: Kevin Gibbens, CEO,
Telephone: (800) 618-5503.
Participants in the
Solicitation
The Company, Landrum and certain of its
directors, executive officers and employees may be deemed to be
participants in the solicitation of proxies from the shareholders
of Landrum in connection with the Proposed Transaction. Information
about the Company’s directors and executive officers is available
in its proxy statement for its 2019 annual meeting of stockholders,
which was filed with the SEC on March 12, 2019. 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, will be 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:
Stephen C. MassanelliEVP, Chief Administrative
Officer, and Investor Relations OfficerSimmons First National
Corporationsteve.massanelli@simmonsbank.com
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