On November 19, 2021, Simmons First National Corporation (NASDAQ:
SFNC) (“Simmons” or “Company”) and Spirit of Texas Bancshares, Inc.
(NASDAQ: STXB) (“Spirit”) announced the execution of a definitive
merger agreement (the “Merger Agreement”) pursuant to which Simmons
will acquire Spirit, and its wholly-owned subsidiary, Spirit of
Texas Bank SSB (the “Proposed Transaction”), in a transaction
consisting of a mixture of cash and Simmons’ common stock with an
aggregate value of approximately $581 million, based on the
Simmons’ closing stock price of $31.73 on November 17,
2021.
As previously disclosed, under the terms of the
Merger Agreement, Simmons estimates it will issue approximately
18,325,000 shares of its common stock, subject to certain
conditions and potential adjustments, including substituting cash
for Simmons’ common stock to the extent necessary to cash out
Spirit’s stock options and warrants that are outstanding
immediately prior to the effective time of the Proposed
Transaction. To provide more detail regarding the per
share consideration under the terms of the Merger Agreement,
Simmons estimates that Spirit shareholders will receive
approximately 1.02 shares of Simmons’ common stock for each share
of Spirit’s common stock they hold (subject to certain conditions
and potential adjustments), with the precise number of shares to be
determined at closing of the Proposed Transaction. The exchange
ratio is based on the assumption that (i) 17,261,959 shares of
Spirit’s common stock are issued and outstanding (excluding
treasury shares), (ii) 323,129 shares of Spirit’s common stock are
reserved for issuance upon the vesting of Spirit’s restricted stock
units, (iii) 780,230 shares of Spirit’s common stock are subject to
outstanding stock options of Spirit with a weighted average
exercise price of $14.65, and (iv) 15,312 shares of Spirit’s common
stock are subject to outstanding warrants of Spirit with a weighted
average exercise price of $12.84, in each case, immediately prior
to the effective time of the Proposed Transaction. In addition, the
exchange ratio assumes that the average closing price of Simmons’
common stock (as described in the Merger Agreement) is equal to
$31.73, which was the closing sales price of Simmons’ common stock
on November 17, 2021. Changes in any of these assumptions will
result in changes in the exchange ratio.
Simmons First National
CorporationSimmons First National Corporation (NASDAQ:
SFNC) is a Mid-South based financial holding company whose
principal subsidiary, Simmons Bank, operates more than 200
financial centers in Arkansas, Missouri, Tennessee, Texas, Oklahoma
and Kansas. Founded in 1903, Simmons Bank offers comprehensive
financial solutions delivered with a client-centric approach.
Simmons Bank was named to Forbes’ list of “World’s Best Banks” for
the second consecutive year and ranked among the top 30 banks in
Forbes’ list of “America’s Best Banks” for 2021. Additional
information about Simmons and Simmons Bank can be found on our
website at simmonsbank.com, by following @Simmons_Bank on Twitter
or by visiting our newsroom.
Investor and Media
Contact Ed
Bilek EVP,
Director of Investor
Relations Simmons
First National
Corporation ed.bilek@simmonsbank.com 205.612.3378
(mobile)
Forward-Looking
StatementsCertain statements contained in this press
release may not be based on historical facts and should be
considered “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,” “believe,” “budget,” “contemplate,” “continue,”
“estimate,” “expect,” “foresee,” “intend,” “indicate,” “target,”
“plan,” positions,” “prospects,” “project,” “predict,” or
“potential,” by future conditional verbs such as “could,” “may,”
“might,” “should,” “will,” or “would,” or by variations of such
words or by similar expressions. These forward-looking statements
include, without limitation, statements relating to the impact the
Company and Spirit expect the Proposed Transaction to have on the
combined entities’ operations, financial condition and financial
results, the number of shares of Simmons’ common stock that Spirit
shareholders will receive for each share of Spirit’s common stock
they hold, and the Company’s and Spirit’s expectations about their
ability to obtain regulatory approvals and Spirit’s shareholder
approval, their ability to successfully integrate the combined
businesses and the amount of cost savings and other benefits the
Company and Spirit expect to realize as a result of the Proposed
Transaction. The forward-looking statements may also include,
without limitation, those relating to the Company’s and Spirit’s
predictions or expectations of future business or financial
performance as well as goals and objectives for future operations,
financial and business trends, business prospects, and management's
outlook or expectations for future growth, revenue, expenses,
assets, capital levels, liquidity levels, asset quality,
profitability, earnings, accretion, customer service, investment in
digital channels, or other future financial or business
performance, strategies or expectations, the impacts of the
COVID-19 pandemic and the ability of the Company and Spirit to
manage the impacts of the COVID-19 pandemic, capital resources,
market risk, plans for investments in securities, effect of future
litigation, acquisition strategy, legal and regulatory limitations
and compliance and competition.
These forward-looking statements involve risks
and uncertainties, and may not be realized due to a variety of
factors, including, without limitation: changes in the Company’s
and Spirit’s operating, acquisition, or expansion strategy; the
effects of future economic conditions (including unemployment
levels and slowdowns in economic growth), governmental monetary and
fiscal policies, as well as legislative and regulatory changes,
including in response to the COVID-19 pandemic; changes in interest
rates; possible adverse rulings, judgements, settlements, and other
outcomes of pending or future litigation; the ability to obtain
regulatory approvals and meet other closing conditions to the
Proposed Transaction; delay in closing the Proposed Transaction;
difficulties and delays in integrating the Spirit business or fully
realizing cost savings and other benefits of the Proposed
Transaction; changes in the Company’s share price before closing;
changes in Spirit’s capital structure before closing (including
changes in the number of Spirit’s outstanding stock options,
warrants, restricted stock units, and shares of common stock); the
outcome of any legal proceedings that may be instituted against the
Company or Spirit as a result of the Proposed Transaction or
otherwise; the occurrence of any event, change or other
circumstance that could give rise to the right of one or both
parties to terminate the Agreement; business disruption following
the Proposed Transaction; the reaction to the Proposed Transaction
of the companies’ customers, employees and counterparties;
uncertainty as to the extent of the duration, scope, and impacts of
the COVID-19 pandemic on the Company, Spirit and the Proposed
Transaction; and other relevant risk factors, which may be detailed
from time to time in the Company’s and Spirit’s press releases and
filings with the U.S. Securities and Exchange Commission (the
“SEC”). Many of these factors are beyond the Company’s and Spirit’s
ability to predict or control, and actual results could differ
materially from those in the forward-looking statements due to
these factors and others. In addition, as a result of these and
other factors, the Company’s and Spirit’s past financial
performance should not be relied upon as an indication of future
performance.
The Company and Spirit believe the assumptions
and expectations that underlie or are reflected in any
forward-looking statements, expressed or implied, in this press
release are reasonable, based on information available to the
Company and Spirit on the date of this press release. However,
given the described uncertainties and risks, the Company and Spirit
cannot guarantee its future performance or results of operations or
whether the Company’s and Spirit’s future performance will differ
materially from the performance reflected in or implied by its
forward-looking statements, and you should not place undue reliance
on these forward-looking statements. 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
neither the Company nor Spirit undertakes any obligation to update
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
Important Additional Information and
Where to Find ItThis 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”) to register the shares of Company
common stock that will be issued to Spirit shareholders in the
Proposed Transaction. The Registration Statement will include a
proxy statement of Spirit and a prospectus of the Company (the
“Proxy Statement/Prospectus”), and the Company and/or Spirit may
file with the SEC other relevant documents concerning the Proposed
Transaction. The definitive Proxy Statement/Prospectus will be
mailed to shareholders of Spirit. SHAREHOLDERS ARE URGED TO READ
THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS
REGARDING THE PROPOSED TRANSACTION CAREFULLY AND IN ITS ENTIRETY
WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC BY THE COMPANY AND/OR SPIRIT, 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
and Spirit, may be obtained at the SEC’s Internet site
(http://www.sec.gov), when they are filed by the Company or Spirit.
You will also be able to obtain these documents, when they are
filed, free of charge, from the Company at simmonsbank.com under
the heading “Investor Relations” or from Spirit at www.sotb.com
under the “Investor Relations” link. Copies of the Proxy
Statement/Prospectus can also be obtained, when it becomes
available, free of charge, by directing a request to the Company at
Simmons First National Corporation, 501 Main Street, Pine Bluff,
Arkansas 71601, Attention: Ed Bilek, Director of Investor
Relations, Email: ed.bilek@simmonsbank.com or ir@simmonsbank.com,
Telephone: (870) 541-1000; or by directing a request to Spirit at
Spirit of Texas Bancshares, Inc., 1836 Spirit of Texas Way, Conroe,
Texas 77301, Attention: Corporate Secretary, Email:
jgoleman@sotb.com, Telephone: (936) 521-1836.
Participants in the
SolicitationThe Company, Spirit, and certain of their
respective directors, executive officers and employees may be
deemed to be participants in the solicitation of proxies from the
shareholders of Spirit in connection with the Proposed Transaction.
Information about the Company’s directors and executive officers is
available in its proxy statement for its 2021 annual meeting of
shareholders, which was filed with the SEC on April 15, 2021.
Information about Spirit’s directors and executive officers is
available in its proxy statement for its 2021 annual meeting of
shareholders, which was filed with the SEC on April 9, 2021.
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.
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