ATLANTA and JACKSONVILLE, Fla., Oct. 26, 2015 /PRNewswire/ -- Fidelity
Southern Corporation ("Fidelity," NASDAQ: LION), the holding
company for Fidelity Bank, and American Enterprise Bankshares, Inc.
("AEB"), the holding company for American Enterprise Bank of
Florida, jointly announced today
the signing of a definitive agreement pursuant to which
Fidelity will acquire all of the common stock of AEB in a stock
transaction valued at approximately $27
million, based on the closing price of Fidelity common stock
on October 23, 2015.
AEB, headquartered in Jacksonville,
Florida, operates two branches. As of September 30, 2015, AEB reported approximately
$205 million in assets, $156 million in loans, and $177 million in deposits. Upon completion of the
transaction, Fidelity is expected to have approximately
$4.0 billion in assets, $3.3 billion in loans, and $3.4 billion in deposits. The transaction is
expected to be immediately accretive to Fidelity's fully diluted
earnings per share and tangible book value per share, excluding
transaction costs.
Under the terms of the agreement, which has been approved by the
boards of directors of both companies, AEB shareholders will
receive $5.50 for each share of AEB
common stock, payable in shares of Fidelity common stock based upon
the twenty-day volume weighted average price of Fidelity common
stock prior to the closing of the merger (the "VWAP"), subject to
minimum and maximum exchange ratios. If the VWAP immediately prior
to the merger is equal to or less than $18.98, then each share of AEB common stock will
be converted into 0.290 of a share of Fidelity common stock. If the
VWAP immediately prior to the merger is equal to or greater than
$23.20, then each share of AEB common
stock will be converted into 0.237 of a share of Fidelity common
stock. The transaction, which is subject to regulatory approval,
the approval of the shareholders of AEB, and other customary
conditions, is expected to close in the first quarter of 2016.
Commenting on the announcement, Jim
Miller, Chairman of Fidelity, said, "We are excited to
announce the combination of Fidelity and AEB. We look forward to
bringing each of the AEB customers into our family, as we grow our
presence in Florida. Our respective banks share a similar
culture and approach to community banking, which we believe will
provide enhanced opportunities for the combined company to better
serve our customers and communities, and provide a rewarding
experience for our customers. In addition to our retail
presence, we look forward to expanding our team of commercial
bankers and building a strong Trust Services operation.
"Along with our existing Florida operation, this brings our total
number of branches in Florida to
eighteen, with approximately $600
million in deposits and 160 employees. We look forward
to working with Bennett Brown and
his staff and members of the Board."
Bennett Brown, President of AEB,
added, "We are pleased to join forces with Fidelity to provide
enhanced and long-term value to our customers and communities. Our
combination with Fidelity will provide greater capital resources
and operational scale that will allow us to grow with the robust
Jacksonville economy and capture
additional market share. In addition, Fidelity's track record for
creating and growing shareholder value will be a major plus for the
AEB shareholder base."
Fidelity was advised by the investment banking firm of FIG
Partners, LLC and the law firm of Troutman Sanders LLP. AEB
was advised by the investment banking firm of Hovde Group LLC, as
well as the law firms of Smith, Gambrell & Russell LLP and
Kirschner & Legler, PA.
INVESTOR PRESENTATION
Further information on the terms of this transaction will be
included in a Form 8-K to be filed by Fidelity with the Securities
and Exchange Commission (the "SEC").
ABOUT FIDELITY SOUTHERN CORPORATION
Fidelity Southern Corporation, through its operating
subsidiaries Fidelity Bank and LionMark Insurance Company, provides
banking and trust and wealth management services and credit-related
insurance products through branches in Georgia and Florida, and an insurance office in
Atlanta, Georgia. SBA, indirect
automobile, and mortgage loans are provided throughout the South.
For additional information about Fidelity's products and services,
please visit the website at www.FidelitySouthern.com.
ABOUT AMERICAN ENTERPRISE BANKSHARES, INC.
Since 2004, American Enterprise Bankshares, Inc., through its
banking subsidiary American Enterprise Bank of Florida, provides banking services through
branches in the Jacksonville,
Florida community. For additional information about
American Enterprise Bankshares, please visit the website at
www.aebfl.com.
FORWARD-LOOKING STATEMENTS
This Current Report contains "forward-looking statements" as
defined in the Private Securities Litigation Reform Act of 1995. In
general, forward-looking statements usually use 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,
including statements related to the expected timing of the closing
of the merger, the expected returns and other benefits of the
merger, to shareholders, expected improvement in operating
efficiency resulting from the merger, estimated expense reductions
resulting from the transactions and the timing of achievement of
such reductions, the impact on and timing of the recovery of the
impact on tangible book value, and the effect of the merger on
Fidelity's capital ratios. Forward-looking statements represent
management's beliefs, based upon information available at the time
the statements are made, with regard to the matters addressed; they
are not guarantees of future performance. Forward-looking
statements are subject to numerous assumptions, risks and
uncertainties that change over time and could cause actual results
or financial condition to differ materially from those expressed in
or implied by such statements.
Factors that could cause or contribute to such differences
include, but are not limited to, the possibility that expected
benefits may not materialize in the time frames expected or at all,
or may be more costly to achieve; that the merger may not be timely
completed, if at all; that prior to completion of the merger or
thereafter, the parties' respective businesses may not perform as
expected due to transaction-related uncertainties or other factors;
that the parties are unable to implement successful integration
strategies; that the required regulatory, shareholder, or other
closing conditions are not satisfied in a timely manner, or at all;
reputational risks and the reaction of the parties' customers to
the merger; diversion of management time to merger-related issues;
and other factors and risk influences contained in the cautionary
language included under the headings "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and
"Risk Factors" in Fidelity's Form 10-K for the year ended
December 31, 2014 and other documents
subsequently filed by Fidelity with the SEC. Consequently, no
forward-looking statement can be guaranteed. Neither Fidelity nor
AEB undertakes any obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise. For any forward-looking statements made
in this Current Report on Form 8-K, the exhibits hereto or any
related documents, Fidelity and AEB claim protection of the safe
harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995.
ADDITIONAL INFORMATION
This communication is being made in respect of the merger
involving Fidelity and AEB. 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. In connection
with the merger, Fidelity will file with the SEC a registration
statement on Form S-4 that will include a proxy
statement/prospectus for the shareholders of AEB. Fidelity also
plans to file other documents with the SEC regarding the merger
with AEB. AEB will mail the final proxy statement/prospectus to its
shareholders. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION,
INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE 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.
The proxy statement/prospectus, as well as other filings containing
information about Fidelity and AEB, will be available without
charge, at the SEC's website (http://www.sec.gov). Copies of the
proxy statement/prospectus and other documents filed with the SEC
in connection with the merger can also be obtained, when available,
without charge, from Fidelity's website
(http://www.FidelitySouthern.com).
Participants in the Merger Solicitation
Fidelity and AEB, 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 the shareholders of AEB in respect of the merger. Information
regarding the directors and executive officers of Fidelity and AEB
and other persons who may be deemed participants in the
solicitation of the shareholders of AEB in connection with the
merger will be included in the proxy statement/prospectus for AEB's
special meeting of shareholders, which will be filed by Fidelity
with the SEC. Additional information regarding the interests
of such participants will be included in the proxy
statement/prospectus and other relevant documents regarding the
merger filed with the SEC when they become available.
For additional information, contact:
|
American Enterprise Bank of Florida
|
Fidelity Southern
Corporation
|
Attention: T. Edwin Stinson, Jr.
|
Attention: Stephen H. Brolly
|
Chief Financial Officer
|
Chief Financial Officer
|
(904) 482-4973
|
Martha C. Fleming
|
|
Corporate Secretary and Investor
Relations
|
|
(404) 240-1504
|
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SOURCE Fidelity Southern Corporation