MOULTRIE, Ga and JACKSONVILLE, Fla., Oct. 1, 2015 /PRNewswire/ -- Ameris Bancorp
(Nasdaq-GS: ABCB) ("Ameris"), the parent company of Ameris Bank, announced today the signing of a
definitive merger agreement under which Ameris will acquire
Jacksonville Bancorp, Inc. (Nasdaq-CM: JAXB) ("Jacksonville
Bancorp"), the parent company of The Jacksonville Bank,
Jacksonville, Florida. Upon
completion of the transaction, the combined company will have
approximately $5.7 billion in assets,
$4.0 billion in loans, $4.9 billion in deposits and a branch network of
101 banking locations across four states, inclusive of Ameris's
recently announced branch consolidation.
"We are pleased to announce our merger with Jacksonville
Bancorp, as it will accelerate our growth momentum in the greater
Jacksonville, Florida market.
We believe that this transaction will allow us to better
serve our combined customer base, provide greater access to the
variety of banking services we offer and help us build a stronger
presence to positively impact our community," commented
Edwin W. Hortman, Jr., President and
Chief Executive Officer of Ameris.
The acquisition further expands Ameris's existing Southeastern
footprint in the attractive Jacksonville,
Florida market. Jacksonville Bancorp currently
operates eight banking locations, all of which are located within
the Jacksonville MSA, as well as one cyber banking site.
After the acquisition, Ameris will become the largest
community bank by deposit market share in the Jacksonville, Florida market.
Kendall L. Spencer, President and
Chief Executive Officer of Jacksonville Bancorp, said, "We are
excited to announce our merger with Ameris. We admire the
strong commitment Ameris shows to customers and communities they
serve, and we look forward to offering that experience to our
customers."
Under the terms of the merger agreement, Jacksonville Bancorp
shareholders will receive either 0.5861 shares of Ameris common
stock or $16.50 in cash for each
share of Jacksonville Bancorp common stock or nonvoting common
stock, subject to the total consideration being 75% stock and 25%
cash. The transaction is valued at approximately $96.6 million in the aggregate based on Ameris's
closing stock price of $28.47 as of
September 29, 2015.
The merger agreement has been unanimously approved by the board
of directors of each company. The transaction is expected to
close in the first quarter of 2016 and is subject to customary
closing conditions, regulatory approvals and approval by
Jacksonville Bancorp shareholders.
Keefe, Bruyette & Woods, Inc. served as financial advisor
and Rogers & Hardin LLP provided legal counsel to Ameris.
Hovde Group, LLC served as financial advisor and Smith
MacKinnon, PA provided legal counsel to Jacksonville Bancorp.
Conference Call Information
Ameris Bancorp will host a conference call and webcast
today at 11:00 a.m. EDT. The conference call can be accessed
by dialing 1-877-504-1190 or 1-412-902-6630 for international
participants. A replay of the call will be available one hour
after the end of the conference call until October 16, 2015 at 9:00 a.m. EDT. To
listen to the replay, dial 1-877-344-7529 or 1-412-317-0088. The
conference number is 10073679. The webcast will also be available
on the Investor Relations page of www.amerisbank.com.
Cautionary Statements Regarding Forward-Looking
Information
This news release contains forward-looking statements, as
defined by federal securities laws, including, among other
forward-looking statements, certain plans, expectations and goals,
and including statements about the benefits of the merger between
Ameris and Jacksonville Bancorp. 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, as well as
similar expressions, are meant to identify forward-looking
statements. The forward-looking statements in this news
release are based on current expectations and are provided to
assist in the understanding of potential future performance.
Such forward-looking statements involve numerous assumptions, risks
and uncertainties that may cause actual results to differ
materially from those expressed or implied in any such statements
including, without limitation, the following: the businesses
of Ameris and Jacksonville Bancorp may not be integrated
successfully or such integration may take longer to accomplish than
expected; the expected cost savings and any revenue synergies from
the merger may not be fully realized within the expected
timeframes; disruption from the merger may make it more difficult
to maintain relationships with customers, employees or others; the
required governmental approvals of the merger may not be obtained
on the proposed terms and schedule; changes in economic conditions;
movements in interest rates; competitive pressures on product
pricing and services; success and timing of other business
strategies; and the nature, extent and timing of governmental
actions. For a discussion of some of the other risks and
other factors that may cause such forward-looking statements to
differ materially from actual results, please refer to Ameris's and
Jacksonville Bancorp's filings with the Securities and Exchange
Commission, including each company's respective Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K. Forward-looking statements speak only as of the
date they are made, and neither Ameris nor Jacksonville Bancorp
undertakes any obligation to update or revise forward-looking
statements.
Additional Information
Ameris intends to file a registration statement on Form S-4 with
the Securities and Exchange Commission to register the shares of
Ameris's common stock that will be issued to Jacksonville Bancorp's
shareholders in connection with the transaction. The
registration statement will include a joint proxy
statement/prospectus and other relevant materials in connection
with the proposed merger transaction. BEFORE MAKING ANY
VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS 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. Investors and security holders
may obtain free copies of these documents and other documents filed
with the Securities and Exchange Commission on its website at
http://www.sec.gov. Investors and security holders may also
obtain free copies of the documents filed with the Securities and
Exchange Commission by Ameris on its website at
http://www.amerisbank.com and by Jacksonville Bancorp on its
website at http://www.jaxbank.com.
Participants in the Merger Solicitation
Ameris and Jacksonville Bancorp, 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 Jacksonville Bancorp in respect of
the proposed merger transaction. Information regarding the
directors and executive officers of Ameris and Jacksonville Bancorp
and other persons who may be deemed participants in the
solicitation of the shareholders of Jacksonville Bancorp in
connection with the proposed transaction will be included in the
proxy statement/prospectus for Jacksonville Bancorp's special
meeting of shareholders, which will be filed by Ameris with the
Securities and Exchange Commission. Information about
Ameris's directors and executive officers can also be found in
Ameris's definitive proxy statement in connection with its 2015
annual meeting of shareholders, as filed with the Securities and
Exchange Commission on April 17,
2015, and other documents subsequently filed by Ameris with
the Securities and Exchange Commission. Information about
Jacksonville Bancorp's directors and executive officers can also be
found in Jacksonville Bancorp's definitive proxy statement in
connection with its 2015 annual meeting of shareholders, as filed
with the Securities and Exchange Commission on March 24, 2015, and other documents subsequently
filed by Jacksonville Bancorp with the Securities and Exchange
Commission. Additional information regarding the interests of
such participants will be included in the proxy
statement/prospectus and other relevant documents regarding the
proposed merger transaction filed with the Securities and Exchange
Commission when they become available.
Ameris Bancorp
Ameris Bancorp is a bank holding company headquartered
in Moultrie, Georgia and the
parent of Ameris Bank, a
Georgia state-chartered bank.
Ameris Bank currently has 103 locations
in Georgia, Alabama,
northern Florida and South Carolina, with ten of
those locations announced to be consolidated within the coming
months.
A presentation with additional information regarding the
transaction will be available on the Investor Relations page
of www.amerisbank.com.
Jacksonville Bancorp, Inc.
Jacksonville Bancorp, Inc., a bank holding company, is the
parent of The Jacksonville Bank, a Florida state-chartered bank focusing on the
Northeast Florida market with
eight full-service branches in Jacksonville and Jacksonville Beach, Duval County, Florida, as well as one virtual
branch.
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SOURCE Ameris Bancorp