BancorpSouth Bank To Acquire FNS Bancshares, Inc.

Wednesday, January 13, 2021

BancorpSouth Bank announced Wednesday the signing of a definitive merger agreement with FNS Bancshares, Inc., the parent company of FNB Bank, pursuant to which FNS will be merged with and into BancorpSouth.

FNS, founded in 1900 in Scottsboro, Al., operates 17 full-service banking offices in Alabama, Georgia and Tennessee. The merger will expand BancorpSouth's presence in Jackson, DeKalb and Marshall counties in Alabama and the Chattanooga, Tn.-Ga. and Nashville-Davidson-Murfreesboro-Franklin, Tn. metropolitan statistical areas. Once completed, it will mark BancorpSouth's entrance into Georgia. As of Sept. 30, 2020 (unaudited), FNS, on a consolidated basis, reported total assets of $786.5 million, total loans of $492.5 million and total deposits of $665.9 million.

Under the terms of the merger agreement, BancorpSouth will issue 2,975,000 shares of common stock, plus $18.0 million in cash, for all outstanding shares of FNS capital stock, subject to certain conditions and potential adjustments. Based upon the closing price of BancorpSouth common stock on Jan. 12, 2021, the transaction is valued at approximately $108.4 million in the aggregate, or $90.04 per share of FNS common stock.

"We are excited about this partnership and look forward to welcoming FNS's teammates and customers to BancorpSouth," said BancorpSouth Chairman and CEO Dan Rollins. "FNS is a 120-year-old institution with deep ties in its local markets and is an ideal fit with our culture as a relationship-driven community bank. We're looking forward to working with its experienced team of bankers to assist even more families and businesses with their banking needs."

FNS Board Chairman Alan Gay said, "Our customers have come to expect exceptional service from our bank, so we're pleased to have an opportunity to join forces with another more than 100-year-old company that continues to operate as a true community bank. BancorpSouth's resources and strengths, and its commitment to maintaining strong local leadership, will enable our bankers to continue and enhance service to our customers."

Upon completion of the transaction, FNS CEO Steve Rownd will serve as a BancorpSouth division president.

The merger has been unanimously approved by the boards of directors of both companies. The merger is anticipated to close during the first half of 2021, pending the receipt of regulatory approval, the approval of FNS shareholders, and the satisfaction of other customary closing conditions.  

FNS was advised in this transaction by Keefe, Bruyette & Woods, A Stifel Company, as financial advisor and Fenimore, Kay, Harrison & Ford, LLP as legal counsel. Janney Montgomery Scott LLC rendered a fairness opinion to FNS in connection with the merger. Alston & Bird, LLP and Waller Lansden Dortch & Davis, LLP served as legal counsel to BancorpSouth.

In addition to the information contained within this news release, an investor presentation has been posted on BancorpSouth's Investor Relations page on its website (www.bancorpsouth.investorroom.com) and has been furnished as an exhibit to a Current Report on Form 8-K filed with the Federal Deposit Insurance Corporation. The presentation contains additional information regarding the merger with FNS.


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