JACKSONVILLE, Fla.,
July 1, 2019 /PRNewswire/ -- Ameris
Bancorp (NasdaqGS: ABCB) (the "Company") announced today that it
completed the acquisition of Fidelity Southern Corporation
(NasdaqGS: LION) ("Fidelity") as of July
1, 2019. Immediately following the acquisition,
Fidelity's banking subsidiary, Fidelity Bank, was merged with and
into the Company's banking subsidiary, Ameris Bank, with Ameris
Bank surviving the merger. Fidelity Bank previously
operated 62 branches, 46 of which were located in Georgia and 16 of which were located in
Florida. Based on March 31,
2019, financial data and excluding purchase accounting
adjustments, the combined bank has assets of $16.4 billion, deposits of $13.8 billion and total loans of $12.5 billion.
Under the terms of the merger agreement between Fidelity and the
Company, Fidelity's shareholders are entitled to receive for each
share of Fidelity common stock outstanding 0.80 shares of the
Company's common stock.
The Company also announced today that Dennis J. Zember Jr. has resigned from his
positions as President, Chief Executive Officer and a director of
the Company, and as Chief Executive Officer and a director of
Ameris Bank, citing a need to attend
to family and personal matters. In connection with the
consummation of the merger, H. Palmer
Proctor, Jr., formerly President of Fidelity and Chief
Executive Officer of Fidelity Bank, has been named Chief Executive
Officer of the Company and Ameris
Bank.
Additionally, five former Fidelity directors – James B. Miller, Jr., H. Palmer Proctor, Jr., Gloria A. O'Neal, Rodney
D. Bullard and Wm. Millard
Choate – have been appointed to the board of directors of
the Company and Ameris Bank.
James B. Miller, Jr., who was
appointed Executive Chairman in connection with the consummation of
the merger, said, "We are delighted to complete this outstanding
combination to create an even stronger bank that will be better
positioned to serve our combined customer base and build value for
our shareholders. We appreciate Dennis Zember's many contributions to bringing
our two organizations together and are confident that Palmer Proctor is more than ready to step into
his new role as CEO of the combined entity."
Daniel B. Jeter, the Company's
Lead Independent Director, said, "I look forward to working with
Jim and Palmer in the years ahead as we seek to deliver on the
promise of this combination of two excellent institutions.
Dennis has contributed enormously to Ameris over the years and was
an important architect of this merger. We are grateful and
wish him and his family well in his next chapter."
H. Palmer Proctor, Jr., added,
"As I said when we announced the combination, our two franchises
are very similar in culture with complementary, well positioned
businesses. I look forward to working with my existing and
new colleagues to build on what is now one of the strongest banking
platforms in the Southeast."
To better represent the strength and size of the merged
financial institution within the industry, as well as among
existing and prospective customers, Ameris
Bank has begun planning a refresh of its brand. The brand
enhancement process, to be completed by the end of the year, will
create a sharper, stronger and more recognizable brand, with
elements from both Ameris Bank's and
Fidelity Bank's current brand identities.
Stephens Inc. served as financial advisor and Rogers &
Hardin LLP provided legal counsel to the Company. 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.
About Ameris Bancorp
Ameris Bancorp is a bank holding company headquartered in
Moultrie, Georgia. The
Company's banking subsidiary, Ameris
Bank, had 176 locations in Georgia, Alabama, Florida and South
Carolina at July 1, 2019,
including the 62 locations acquired in the Fidelity
acquisition.
View original content to download
multimedia:http://www.prnewswire.com/news-releases/ameris-bancorp-completes-acquisition-of-fidelity-southern-corporation-and-announces-appointment-of-new-ceo-300878298.html
SOURCE Ameris Bancorp