South State Corporation and Park Sterling Corporation Merger Receives Regulatory and Shareholder Approval
November 15 2017 - 6:15PM
Business Wire
South State Corporation (NASDAQ: SSB) announced today that it
has received all necessary regulatory and shareholder approvals for
its merger with Park Sterling Corporation (NASDAQ: PSTB).
The merger is scheduled to close on or around November 30, 2017
and the system conversion and Park Sterling branch signage will
transition to South State in 2nd Quarter 2018.
With this merger, South State Corporation will have assets
approaching $14.5 billion and a market capitalization of
approximately $3.3 billion.
South State Corporation is the largest bank holding company
headquartered in South Carolina. Founded in 1933, the company’s
primary subsidiary, South State Bank, has been serving the
financial needs of its local communities in 25 South Carolina
counties, 15 Georgia counties and 4 North Carolina counties for
over 80 years. The bank also operates Minis & Co., Inc. and
South State Advisory, both registered investment advisors. South
State Corporation has assets of approximately $11.2 billion and its
stock is traded under the symbol SSB on the NASDAQ Global Select
Market. More information can be found at
www.SouthStateBank.com.
Cautionary Note Regarding Any Forward-Looking
Statements
Statements included in this report which are not historical in
nature are intended to be, and are hereby identified as, forward
looking statements for purposes of the safe harbor provided by
Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Forward looking statements
generally include words such as “expects,” “projects,”
“anticipates,” “believes,” “intends,” “estimates,” “strategy,”
“plan,” “potential,” “possible” and other similar expressions. The
Company cautions readers that forward looking statements are
subject to certain risks and uncertainties that could cause actual
results to differ materially from anticipated results. Such risks
and uncertainties, include, among others, the following
possibilities: (1) the outcome of any legal proceedings instituted
against the Company or Park Sterling; (2) the occurrence of any
event, change or other circumstance that could give rise to the
right of one or both of the parties to terminate the definitive
merger agreement between the Company and Park Sterling; (3) the
possibility that the anticipated benefits of the transaction are
not realized when expected or at all, including as a result of the
impact of, or problems arising from, the integration of the two
companies or as a result of the strength of the economy and
competitive factors in the areas where the Company and Park
Sterling do business; (4) the possibility that the transaction may
be more expensive to complete than anticipated, including as a
result of unexpected factors or events; (5) diversion of
management’s attention from ongoing business operations and
opportunities; (6) potential adverse reactions or changes to
business or employee relationships, including those resulting from
the announcement or completion of the transaction; (7) South
State’s ability to complete the acquisition and integration of Park
Sterling successfully; (8) credit risks associated with an
obligor’s failure to meet the terms of any contract with the bank
or otherwise fail to perform as agreed under the terms of any
loan-related document; (9) interest risk involving the effect of a
change in interest rates on the bank’s earnings, the market value
of the bank’s loan and securities portfolios, and the market value
of the Company’s equity; (10) liquidity risk affecting the bank’s
ability to meet its obligations when they come due; (11) risks
associated with an anticipated increase in the Company’s investment
securities portfolio, including risks associated with acquiring and
holding investment securities or potentially determining that the
amount of investment securities the Company desires to acquire are
not available on terms acceptable to the Company; (12) price risk
focusing on changes in market factors that may affect the value of
traded instruments in “mark-to-market” portfolios; (13) transaction
risk arising from problems with service or product delivery; (14)
compliance risk involving risk to earnings or capital resulting
from violations of or nonconformance with laws, rules, regulations,
prescribed practices, or ethical standards; (15) regulatory change
risk resulting from new laws, rules, regulations, accounting
principles, proscribed practices or ethical standards, including,
without limitation, increased capital requirements (including,
without limitation, the impact of the capital rules adopted to
implement Basel III), Consumer Financial Protection Bureau rules
and regulations, and potential changes in accounting principles
relating to loan loss recognition; (16) strategic risk resulting
from adverse business decisions or improper implementation of
business decisions; (17) reputation risk that adversely affects
earnings or capital arising from negative public opinion; (18)
terrorist activities risk that results in loss of consumer
confidence and economic disruptions; (19) cybersecurity risk
related to the dependence of South State and Park Sterling on
internal computer systems and the technology of outside service
providers, as well as the potential impacts of third-party security
breaches, subjects each company to potential business disruptions
or financial losses resulting from deliberate attacks or
unintentional events; (20) economic downturn risk potentially
resulting in deterioration in the credit markets, greater than
expected non-interest expenses, excessive loan losses and other
negative consequences, which risks could be exacerbated by
potential negative economic developments resulting from federal
spending cuts and/or one or more federal budget-related impasses or
actions; (21) greater than expected noninterest expenses; (22)
excessive loan losses; (23) failure to realize synergies and other
financial benefits from, and to limit liabilities associated with,
mergers and acquisitions within the expected time frame; (24)
potential deposit attrition, higher than expected costs, customer
loss and business disruption associated with merger and acquisition
integration, including, without limitation, potential difficulties
in maintaining relationships with key personnel and other
integration related-matters; (25) the risks of fluctuations in
market prices for Company common stock that may or may not reflect
economic condition or performance of the Company; (26) the payment
of dividends on Company common stock is subject to regulatory
supervision as well as the discretion of the board of directors of
the Company, the Company’s performance and other factors; and (27)
other risks and uncertainties disclosed in the Company’s or Park
Sterling’s most recent Annual Report on Form 10-K filed with the
U.S. Securities and Exchange Commission (“SEC”) or disclosed in documents filed or furnished
by the Company or Park Sterling with or to the SEC after the filing
of such Annual Reports on Form 10-K, any of which could cause
actual results to differ materially from future results expressed,
implied or otherwise anticipated by such forward looking
statements. All forward looking statements speak only as of the
date they are made and are based on information available at that
time. Neither the Company nor Park Sterling undertakes any
obligation to update or otherwise revise any forward-looking
statements, whether as a result of new information, future events,
or otherwise, except as required by federal securities laws. As
forward-looking statements involve significant risks and
uncertainties, caution should be exercised against placing undue
reliance on such statements.
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version on businesswire.com: http://www.businesswire.com/news/home/20171115006504/en/
South State CorporationMedia Contact:Kellee McGahey,
843-529-5574orAnalyst Contact:Jim Mabry, 843-529-5593
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