Item 2.01.Completion of Acquisition or Disposition of Assets
Effective January 20, 2023, Southern Missouri Bancorp, Inc. (“Southern Missouri”) completed its previously announced acquisition of Citizens Bancshares Co. (“Citizens”), pursuant to an Agreement and Plan of Merger, dated as of September 20, 2022 (the “Merger Agreement”), by and among Southern Missouri, Southern Missouri Acquisition VI Corp (“Merger Sub”), a wholly owned subsidiary of Southern Missouri, and Citizens, under which Citizens merged with and into Merger Sub, followed by the merger of Merger Sub with and into Southern Missouri (collectively, the “Merger”). Citizens was the parent company of Citizens Bank & Trust Company, which has become a subsidiary of Southern Missouri and is expected to be merged with Southern Bank on February 24, 2023.
As a result of the Merger, each share of Citizens common stock held immediately prior to completion of the Merger is being exchanged for 1.1755 shares of Southern Missouri common stock or $54.93 in cash (as adjusted based on Citizen’s capital and the total number of shares outstanding immediately prior to closing) at the election of the shareholders, subject to the proration and allocation procedures set forth in the Merger Agreement. Southern Missouri paid approximately $131.4 million in Merger consideration, inclusive of cash settlement of Citizens stock options, comprised of stock and cash at a 74:26 ratio.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, included as Exhibit 2.1 to the Current Report on Form 8-K that Southern Missouri filed on September 21, 2022, and incorporated herein by reference. The issuance of shares of Southern Missouri common stock in connection with the Merger was registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-4 (File No. 333-268110) filed by Southern Missouri with the Securities and Exchange Commission (the “SEC”) and declared effective on November 7, 2022 (the “Registration Statement”). The joint proxy statement/prospectus included in the Registration Statement (the “Joint Proxy Statement/Prospectus”) contains additional information about the Merger Agreement and the transactions contemplated thereby.
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. |
On January 20, 2023, effective upon completion of the merger of Citizens with and into Merger Sub, William Young, the president of Citizens Bank & Trust Company became a director of Southern Missouri and Southern Bank. Mr. Young’s term as a director of Southern Missouri will expire at the 2025 annual meeting of Southern Missouri shareholders. The Board committees to which Mr. Young will be appointed have not yet been determined. The appointment of Mr. Young as a director of Southern Missouri was contemplated by and made in accordance with the Merger Agreement.
As a director of Southern Missouri and Southern Bank, Mr. Young is expected to be entitled to the same general compensation arrangement as is provided to the other non-employee directors of Southern Missouri and Southern Bank. A description of this arrangement is contained under the heading “Compensation of Directors” in Southern Missouri’s definitive proxy statement filed with the SEC on September 26, 2022, and is incorporated herein by reference.