We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Southern Missouri Bancorp Inc | NASDAQ:SMBC | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.89 | 1.83% | 49.51 | 19.73 | 78.87 | 49.525 | 48.36 | 49.21 | 60,015 | 22:30:00 |
Missouri
(State or other jurisdiction of incorporation
or organization)
|
6022
(Primary Standard Industrial
Classification Code Number)
|
43-1665523
(I.R.S. Employer Identification No.)
|
||
Southern Missouri Bancorp, Inc.
2991 Oak Grove Road
Poplar Bluff, Missouri 63901
(573) 778-1800
|
Matthew T. Funke
Executive Vice President and Chief Financial Officer
Southern Missouri Bancorp, Inc.
2991 Oak Grove Road
Poplar Bluff, Missouri 63901
(847) 653-1992
|
|||
(Address, including zip code, and telephone
number, including area code, of registrant's
principal executive offices)
|
(Name, address, including zip code,
and telephone number, including area
code, of agent for service)
|
MARTIN L. MEYROWITZ, P.C.
MICHAEL S. SADOW, P.C.
Silver, Freedman
,
Taff & Tiernan LLP
3299 K Street, N.W., Suite 100
Washington, D.C. 20007
Telephone: (202) 295-4500
|
YEWELL G. LAWRENCE, JR., ESQUIRE
Law Office o Yewell G. Lawrence, Jr. 1420 West Business 60 Dexter, MO 63841 Telephone: (573) 624-6117 |
Large accelerated filer
□
|
Accelerated filer
■
|
||
Non-accelerated filer
□
(Do not check if a smaller reporting company)
|
Smaller reporting company
□
|
||
Emerging growth company
□
|
Title of each class of
securities to be registered
|
Amount to
be registered
(1)
|
Proposed maximum
offering price
per share
|
Proposed maximum
aggregate offering
price
|
Amount of
registration fee
|
Common Stock, par value $.01 per share
|
400,000 shares
(2)
|
N/A
|
$12,807,000
(3)
|
$1,594.47*
|
(1) |
Pursuant to Rule 416, this registration statement also covers an indeterminate number of additional shares of common stock of Southern Missouri Bancorp, Inc. ("Southern Missouri") as may be issuable as a result of stock splits, stock dividends or similar transactions.
|
(2) |
Represents the estimated maximum number of shares of common stock of Southern Missouri issuable upon completion of the merger described in this registration statement, in exchange for shares of the common stock of Gideon Bancshares Company ("GBC").
|
(3) |
Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended (the "Securities Act"), and calculated pursuant to Rule 457(f)(2) and 457(f)(3) under the Securities Act, the proposed maximum aggregate offering price of the shares of Southern Missouri common stock registered hereby is equal to (A) $24,424,000, which is the book value of the estimated maximum number of shares of GBC common stock to be exchanged in the merger as of June 30, 2018, the latest practicable date prior to the filing of this registration statement, minus (B) $11,617,000, which is the estimated maximum amount of cash consideration payable by Southern Missouri in the merger.
|
GIDEON BANCSHARES
COMPANY
|
|
/s/ Rickey A. Stubbs
|
|||
Rickey A. Stubbs, Chairman and President
|
|||
Gideon Bancshares Company
|
Date:
|
October 24, 2018
|
Time:
|
1:00 p.m.,
local time
|
Place:
|
Board Room of First Commercial Bank
303 West Market Street, Dexter, Missouri
|
·
|
A proposal to approve the Agreement and Plan of Merger, dated as of June 12, 2018, by and between Southern Missouri Bancorp, Inc., which we refer to as "Southern Missouri," Southern Missouri Acquisition Corp. III, which we refer to as "Merger Sub," and GBC, pursuant to which GBC will merge with and into Merger Sub, followed by a merger of Merger Sub with and into Southern Missouri; and
|
·
|
A proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the merger agreement.
|
By Order of the Board of Directors
|
||
/s/ Rickey A. Stubbs | ||
Rickey A. Stubbs, Chairman and President
|
||
Gideon Bancshares Company
|
Page
|
||
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING
|
1
|
|
SUMMARY
|
7
|
|
RISK FACTORS
|
15
|
|
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
|
19
|
|
SELECTED HISTORICAL FINANCIAL AND COMPARATIVE UNAUDITED PRO FORMA PER SHARE DATA
|
21
|
|
Selected Historical Financial Data of Southern Missouri
|
21
|
|
Comparative Unaudited Pro Forma Per Common Share Data
|
23
|
|
THE SPECIAL MEETING
|
24
|
|
THE MERGER
|
28
|
|
Terms of the Merger
|
28
|
|
Background of the Merger
|
29
|
|
GBC's Reasons for the Merger; Recommendation of GBC's Board of Directors
|
30
|
|
Southern Missouri's Reasons for the Merger
|
32
|
|
Southern Missouri's Board of Directors Following Completion of the Merger
|
33
|
|
Interests of GBC's Directors and Executive Officers in the Merger
|
33
|
|
Accounting Treatment
|
35
|
|
Dissenters' Rights of GBC Shareholders
|
35
|
|
Southern Missouri's Dividend Policy
|
36
|
|
Public Trading Markets
|
37
|
|
THE MERGER AGREEMENT
|
38
|
|
Structure of the Merger
|
38
|
|
Merger Consideration
|
38
|
|
Closing and Effective Time of the Merger
|
39
|
|
Conversion of Shares; Exchange Procedures
|
39
|
|
Letter of Transmittal
|
39
|
|
Representations and Warranties
|
40
|
|
Covenants and Agreements
|
42
|
|
Shareholder Meeting and Recommendation of GBC's Boards of Directors
|
46
|
|
Agreement Not to Solicit Other Offers
|
46
|
|
Exchange Offer for Minority Shareholders of FCB
|
47
|
|
Conditions to Complete the Merger
|
47
|
|
Termination of the Merger Agreement
|
48
|
|
Effect of Termination
|
49
|
|
Termination Fee
|
49
|
|
Expenses and Fees
|
50
|
Amendment, Waiver and Extension of the Merger Agreement
|
50
|
|
Voting Agreement
|
50
|
|
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER
|
51
|
|
Treatment of the Merger as a "Reorganization"
|
52
|
|
U.S. Federal Income Tax Consequences of the Merger to U.S. Holders
|
53
|
|
Potential Recharacterization of Gain as a Dividend
|
53
|
|
Receipt of Cash in Lieu of a Fractional Share of Southern Missouri Stock
|
54
|
|
Dissenting Shareholders
|
54
|
|
Net Investment Income Tax
|
54
|
|
Backup Withholding
|
55
|
|
Information Reporting
|
55
|
|
INFORMATION ABOUT SOUTHERN MISSOURI BANCORP
|
56
|
|
INFORMATION ABOUT GIDEON BANCSHARES COMPANY
|
56
|
|
General
|
56
|
|
Security Ownership of Certain Beneficial Owners and Management
|
57
|
|
Additional Information Regarding Brett Dorton
|
57
|
|
COMPARATIVE MARKET PRICES AND DIVIDENDS ON COMMON STOCK
|
59
|
|
DESCRIPTION OF SOUTHERN MISSOURI'S CAPITAL STOCK
|
60
|
|
General
|
60
|
|
Common Stock
|
60
|
|
Preferred Stock
|
60
|
|
Other Anti-Takeover Provisions
|
60
|
|
COMPARISON OF SHAREHOLDER RIGHTS
|
61
|
|
LEGAL MATTERS |
67
|
|
EXPERTS
|
67
|
|
WHERE YOU CAN FIND MORE INFORMATION
|
67
|
A |
Agreement and Plan of Merger, dated as of June 12, 2018, by and between Southern Missouri Bancorp, Inc., Southern Missouri Acquisition Corp. III and Gideon Bancshares Company
|
B |
Section 351.455 of the General and Business Corporation Law of Missouri, as amended
|
Q:
|
What is the merger?
|
A:
|
Southern Missouri and GBC have entered into an Agreement and Plan of Merger, dated as of June 12, 2018 (which we refer to as the "merger agreement"), pursuant to which GBC will merge with and into Southern Missouri Acquisition Corp. III (which we refer to as "Merger Sub"), with Merger Sub continuing as the surviving corporation and each outstanding share of GBC converted into the right to receive the merger consideration (we refer to this transaction as the "merger"). Immediately following the merger, Merger Sub will merge with and into Southern Missouri, with Southern Missouri continuing as the surviving corporation (we refer to this transaction as the "holding company merger") and, following the holding company merger, GBC's 92% owned subsidiary bank, First Commercial Bank (which we refer to as "FCB"), will merge with and into Southern Missouri's wholly owned subsidiary bank, Southern Bank, with Southern Bank continuing as the surviving bank (we refer to this transaction as the "bank merger"). The merger, holding company merger and bank merger are sometimes collectively referred to herein as the "mergers." A copy of the merger agreement is attached to this proxy statement/prospectus as
Appendix A
.
|
Q:
|
Why am I receiving this proxy statement/prospectus?
|
A:
|
We are delivering this document to you because you are a shareholder of GBC and this document is a proxy statement being used by GBC's board of directors to solicit proxies of its shareholders in connection with approval of the merger agreement (which we sometimes refer to as the "merger agreement proposal"). This document is also a prospectus that is being delivered to GBC shareholders because Southern Missouri is offering shares of its common stock to GBC shareholders in connection with the merger.
The merger cannot be completed unless the holders of GBC common stock approve the merger agreement proposal by the affirmative vote of the holders of two-thirds of the outstanding shares of GBC common stock.
GBC's majority shareholder, which owns approximately 72.9% of GBC's outstanding shares as of the date of this proxy statement/prospectus, has executed a voting agreement with Southern Missouri pursuant to which it has agreed to vote its shares of GBC common stock in favor of the merger agreement. As a result of the voting agreement, we expect to receive a number of votes sufficient to satisfy the two-thirds approval requirement described above. For more information regarding the voting agreement, see "The Merger Agreement—Voting Agreement" beginning on page 50.
|
Q:
|
In addition to the merger agreement proposal, what else are GBC shareholders being asked to vote on?
|
A:
|
GBC is soliciting proxies from holders of its common stock with respect to one additional proposal. This additional proposal is to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the merger agreement proposal (which we sometimes refer to as the "adjournment proposal"). Completion of the merger is not conditioned upon approval of the adjournment proposal.
|
Q:
|
What will GBC shareholders receive in the merger?
|
A:
|
If the merger is completed, holders of GBC common stock will be entitled to receive aggregate merger consideration equal to (1) 0.975 times GBC's consolidated equity capital as of the last business day of the month immediately preceding the month in which the merger closing occurs, adjusted for certain of GBC's transaction expenses, minus (2) the excess, if any, of the cost of contract termination charges of GBC triggered as a result of the merger over $150,000. As of March 31, 2018, GBC's consolidated equity capital, as adjusted for its estimated transaction expenses and contract termination costs, was $22.3 million. Based on this amount, if the merger had been completed in April 2018, the aggregate merger consideration would have been $21.7 million ($22.3 million x 0.975).
Fifty percent (50%) of the aggregate merger consideration will be paid in cash and fifty percent (50%) will be paid in shares of Southern Missouri common stock. The cash consideration paid for each share of GBC common stock, which we refer to as the "per share cash consideration," will be equal to 50% of the aggregate merger consideration divided by the number of shares of GBC common stock issued and outstanding immediately prior to the merger assuming all minority shareholders of FCB participate in the share exchange described below. The stock consideration paid for each share of GBC common stock, which we refer to as the "per share stock consideration," will be a number of shares of Southern Missouri common stock equal to the per share cash consideration divided by $35.53
,
the average closing price of Southern Missouri common stock for the 20-trading day period ending on and including the fifth trading day preceding June 12, 2018 (the date of the merger agreement), which we refer to as the "average Southern Missouri common stock price." GBC shareholders who would otherwise be entitled to a fractional share of Southern Missouri common stock will instead receive an amount in cash equal to the fractional share interest multiplied by $35.53.
For further information, see "The Merger Agreement—Merger Consideration."
|
Q:
|
How will the merger affect the minority shareholders of FCB?
|
A:
|
It is a condition to Southern Missouri's obligation to complete the merger that a share exchange transaction by GBC, which we refer to as the "exchange offer," be consummated with the minority shareholders of FCB holding at least 80% of the outstanding shares of FCB's common stock not owned by GBC, whereby such minority shareholders will become holders of GBC common stock immediately prior to the merger. Assuming consummation of the exchange offer and completion of the merger, the minority shareholders of FCB will be entitled to receive the merger consideration payable under the merger agreement.
Under the terms of the voting agreement entered into with GBC's majority shareholder, in addition to agreeing to vote its shares of GBC common stock in favor of the merger agreement, GBC's majority shareholder has also agreed to vote (exchange), or cause to be voted (exchanged), in the exchange offer all of the shares of FCB common stock it beneficially owns. As of the date of this proxy statement/ prospectus, GBC's majority shareholder owned approximately 5.7% of FCB's outstanding common stock, representing approximately 73.3% of FCB's outstanding common stock held by the minority shareholders of FCB.
After the completion of the merger, if there are any minority shareholders of FCB who did not participate in the exchange offer, Southern Missouri will adopt a new or amended plan of merger for the bank merger providing for the shares of FCB common stock owned by such non-participating minority shareholders to be converted into the right to receive consideration payable by Southern Missouri that is identical in form and amount to the merger consideration that such non-participating minority shareholders would have been entitled to receive under the merger agreement had they participated in the exchange offer, subject to their rights under the Missouri law to demand payment of the value of their shares of FCB common stock.
|
Q:
|
Are the minority shareholders of FCB entitled to vote on the merger agreement?
|
A:
|
No, because they will not be shareholders of GBC as of the voting record date for the special meeting and will not become shareholders of GBC unless and until the exchange offer is consummated, which is expected to occur immediately prior to the merger. In connection with being asked to participate in the
|
exchange offer, GBC will provide the minority shareholders of FCB with a copy of this proxy statement/prospectus and additional information that describes the exchange offer, the merger and other pertinent information.
|
|
Q:
|
How does GBC's board of directors recommend that I vote at the special meeting?
|
A:
|
After careful consideration, GBC's board of directors unanimously recommends that holders of GBC common stock vote "FOR" the merger agreement proposal and "FOR" the adjournment proposal.
For a more complete description of GBC's reasons for the merger and the recommendations of the GBC board of directors, see "The Merger—GBC's Reasons for the Merger; Recommendation of GBC's Board of Directors" beginning on page 30.
|
Q:
|
When and where is the special meeting?
|
A:
|
The special meeting will be held in the Board Room of FCB located at 303 West Market Street, Dexter, Missouri 63841, on October 24, 2018, at 1:00 p.m., local time.
|
Q:
|
What do I need to do now?
|
A:
|
After you have carefully read this proxy statement/prospectus and have decided how you wish your shares to be voted, please complete, sign, and date your proxy card and mail it in the enclosed postage-paid return envelope as soon as possible.
|
Q:
|
Who is entitled to vote?
|
A:
|
Holders of record of GBC common stock at the close of business on September 14, 2018, which is the date that the GBC board of directors has fixed as the record date for the special meeting, are entitled to vote at the special meeting.
|
Q:
|
What constitutes a quorum?
|
A:
|
The presence at the special meeting, in person or by proxy, of the holders of a majority of the total outstanding shares of GBC common stock will constitute a quorum for the transaction of business on the merger agreement proposal and the adjournment proposal. Abstentions and broker non-votes will be treated as shares that are present at the meeting for the purpose of determining the presence of a quorum.
|
Q:
|
What is the vote required to approve each proposal at the special meeting?
|
A:
|
Merger agreement proposal:
To approve the merger agreement proposal, two-thirds of the shares of GBC common stock entitled to vote thereon must be voted in favor of such proposal. If you mark "ABSTAIN" on your proxy or fail to submit a proxy and fail to vote in person at the special meeting, it will have the same effect as a vote "AGAINST" the merger agreement proposal.
Adjournment proposal:
The adjournment proposal will be approved if the votes cast in favor of such proposal at the special meeting exceed the votes cast in opposition to such proposal. If you mark "ABSTAIN" on your proxy or fail to submit a proxy and fail to vote in person at the special meeting, it will have no effect on the adjournment proposal.
GBC's directors and executive officers and their affiliates were entitled to vote approximately 32,295 shares of GBC's common stock, or approximately 22.8% of the total outstanding shares of GBC common stock as of the date of this proxy statement/prospectus. As discussed above, GBC's majority shareholder owns 103,374 shares, or approximately 72.9%, of GBC's outstanding common stock as of the date of this proxy statement/prospectus and has executed a voting agreement with Southern Missouri pursuant to which it has agreed to vote its shares of GBC common stock in favor of the merger agreement.
|
Q:
|
What are the U.S. federal income tax consequences of the merger to GBC shareholders?
|
A:
|
The mergers, taken as a whole, are intended to qualify as one or more tax-deferred "reorganizations" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (which we refer to as the "Code"). Assuming the mergers qualify as a reorganization, a U.S. holder of GBC common stock will recognize gain (but not loss) in an amount equal to the lesser of (i) the amount by which the sum of the fair market value of the Southern Missouri common stock (determined as of the effective time of the merger) and cash received by such U.S. holder of GBC common stock in the merger exceeds such U.S. holder's adjusted tax basis in the holder's GBC common stock surrendered and (ii) the amount of cash received by such U.S. holder of GBC common stock (in each case excluding any cash received in lieu of fractional shares of Southern Missouri common stock, with the gain or loss on such fractional share determined separately, as discussed below under "Material U.S. Federal Income Tax Consequences of the Merger—Receipt of Cash in Lieu of a Fractional Share of Southern Missouri Stock"). Gain or loss is determined separately with respect to each block of GBC common stock, and a loss realized on one block of shares may not be used to offset a gain realized on another block of shares in the merger.
It is a condition to the completion of the merger that Southern Missouri and GBC each receive from their respective tax advisor a written opinion to the effect that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Code.
All holders of GBC common stock should consult their own independent tax advisors regarding the particular tax consequences of the merger to them, including the applicability and effect of U.S. federal, state, local, foreign, and other tax laws.
|
Q:
|
Are holders of GBC common stock entitled to dissenters' rights?
|
A:
|
Yes. The General and Business Corporation Law of Missouri (which we refer to as the "MGBCL") permits a holder of GBC common stock to dissent from the merger and obtain payment in cash of the "fair value" of his or her shares of GBC common stock. To do this, a shareholder must follow all of the procedures of Section 351.455 of the MGBCL in order to preserve his or her statutory rights. In general, a shareholder must: (i) before the vote on approval of the merger agreement proposal at the special meeting, file a written objection to the merger with GBC; (ii) not vote FOR the merger agreement proposal; (iii) within 20 days following the effective date of the merger, file a written demand for payment with Southern Missouri; and (iv) state in the written demand the number of shares of GBC common stock owned by such shareholder. If a holder of GBC common stock follows the required procedures, his or her only right will be to receive the "fair value" of his or her shares of GBC common stock in cash. Any failure to observe any of these procedures could result in the total loss of dissenters' rights under Section 351.455. A shareholder who losses his or her dissenters' rights would be bound by the merger agreement and would have to accept the merger consideration as provided by the merger agreement. Copies of the applicable provisions of the MGBCL are attached to this proxy statement/ prospectus as
Appendix B
. See "The Merger—Dissenters' Rights of GBC Shareholders."
|
Q:
|
If I am a holder of GBC common stock in certificated form, should I send in my GBC common stock certificates now?
|
A:
|
No. Please do not send in your GBC common stock certificates with your proxy. After completion of the merger, the exchange agent will send you instructions for exchanging certificates for GBC common stock for the merger consideration. See "The Merger Agreement—Conversion of Shares; Exchange Procedures."
|
Q:
|
What should I do if I hold my shares of GBC common stock in book-entry form?
|
A:
|
You are not required to take any special additional actions if your shares of GBC common stock are held in book-entry form. After the completion of the merger, the exchange agent will send you instructions for exchanging your shares for the merger consideration. See "The Merger Agreement—Conversion of Shares; Exchange Procedures."
|
Q:
|
Whom may I contact if I cannot locate my GBC common stock certificate(s)?
|
A:
|
If you are unable to locate your original GBC common stock certificate(s), you should contact Mary Lawrence, GBC's Senior Vice President and Chief Operating Officer, at (573) 624-8828.
|
Q:
|
What should I do if I receive more than one set of voting materials?
|
A:
|
GBC shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you are a holder of record of GBC common stock and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive or otherwise follow the voting instructions set forth in this proxy statement/prospectus to ensure that you vote every share of GBC common stock that you own.
|
Q:
|
When do you expect to complete the merger?
|
A:
|
Southern Missouri and GBC expect to complete the merger late in the fourth quarter of 2018, once all of the conditions to the merger are fulfilled. However, neither Southern Missouri nor GBC can assure you of when or if the merger will be completed. We must first obtain the approval by GBC shareholders of the merger agreement, obtain necessary regulatory approvals and satisfy certain other closing conditions
, including consummation by GBC of the exchange offer with the minority shareholders of FCB holding at least 80% of the outstanding shares of FCB's common stock not owned by GBC.
|
Q:
|
What happens if the merger is not completed?
|
A:
|
If the merger is not completed, holders of GBC common stock will not receive any consideration for their shares in connection with the merger. Instead, GBC will remain an independent company
and the minority shareholders of FCB will retain their ownership interests in FCB
. In addition, if the merger agreement is terminated in certain circumstances, a termination fee may be required to be paid by GBC to Southern Missouri. See "The Merger Agreement—Termination Fee" beginning on page 49 for a complete discussion of the circumstances under which a termination fee will be payable.
|
Q:
|
Whom should I call with questions?
|
A:
|
If you have any questions concerning the merger or this proxy statement/prospectus, would like additional copies of this proxy statement/prospectus or need help voting your shares of GBC common stock, please contact Mary Lawrence, GBC's Senior Vice President and Chief Operating Officer, at (573) 624-8828.
|
·
|
the merger agreement proposal; and
|
·
|
the adjournment proposal.
|
·
|
deliver a written objection to the merger to GBC before the vote on the merger agreement proposal;
|
·
|
not vote in favor of the merger agreement proposal. The return of a signed proxy which does not specify a vote against the merger agreement proposal or a direction to abstain will constitute a waiver of the shareholder's right to dissent; and
|
·
|
within 20 days following the effective date of the merger, file a written demand for payment with Southern Missouri and state in the written demand the number of shares of GBC common stock owned by such shareholder.
|
·
|
Certain officers of GBC and/or FCB have severance agreements with FCB that provide for cash payments in the event of a change in control of FCB;
|
·
|
Brett Dorton, President and Chief Executive Officer of FCB and a director of GBC and FCB, is expected to become an executive officer of Southern Missouri and has entered into an employment agreement with Southern Bank, Southern Missouri's wholly owned bank subsidiary, to be effective upon completion of the merger;
|
·
|
Certain officers of FCB will be eligible to receive a retention bonus for the purpose of FCB./Southern Missouri retaining such employees prior to and after closing the merger
; and
|
·
|
Continued indemnification and liability insurance coverage following the merger for GBC's directors and officers.
|
·
|
approval of the merger agreement by GBC's shareholders;
|
·
|
the filing by Southern Missouri with NASDAQ of a notification form for the listing of the shares of Southern Missouri common stock to be issued in the merger, and the non-objection by NASDAQ to such listing;
|
·
|
the receipt of all required regulatory approvals without the imposition of any unduly burdensome condition upon Southern Missouri;
|
·
|
the effectiveness of the registration statement on Form S-4 of which this proxy statement/prospectus is a part;
|
·
|
the absence of any order, injunction, decree or law, rule or regulation preventing or making illegal the completion of the merger or the bank merger;
|
·
|
subject to the standards set forth in the closing conditions in the merger agreement, the accuracy of the representations and warranties of Southern Missouri and GBC on the date of the merger agreement and the closing date of the merger;
|
·
|
performance in all material respects by each of Southern Missouri and GBC of its obligations under the merger agreement, including GBC's consummation of the offer to the minority shareholders of FCB to exchange each of their shares of FCB common stock for
shares of GBC common stock immediately prior to the merger, with at least 80% of the
FCB
minority shareholders participating in the exchange
;
|
·
|
receipt by GBC of certain third-party consents to the merger;
|
·
|
delivery of a signed voting agreement by GBC's majority shareholder within 48 hours following execution of the merger agreement;
|
·
|
receipt by Southern Missouri of an executed officer's agreement with Brett Dorton, President and Chief Executive Officer of FCB and a director of GBC and FCB;
|
·
|
the number of shares of GBC common stock the holders of which have perfected dissenters' rights under Missouri law shall be less than 5.0% of the total number of outstanding shares of GBC common stock assuming all minority shareholders of FCB participate in the share exchange offer; and
|
·
|
receipt by each of Southern Missouri and GBC of a written opinion from their respective tax advisor as to certain U.S. federal income tax matters.
|
·
|
by mutual written consent of Southern Missouri and GBC;
|
·
|
by either Southern Missouri or GBC if any governmental entity that must grant a required regulatory approval has denied approval of the merger or bank merger and such denial has become final and non-appealable or any governmental entity of competent jurisdiction has issued a final non-appealable order, injunction or decree permanently enjoining or otherwise prohibiting or making illegal the merger or bank merger, unless the failure to obtain a required regulatory approval is due to the failure of the party seeking to terminate the merger agreement to perform or observe its covenants and agreements under the merger agreement;
|
·
|
by either Southern Missouri or GBC if the merger has not been completed on or before December 31, 2018, unless the failure of the merger to be completed by that date is due to the failure of the party seeking to terminate the merger agreement to perform or observe its covenants and agreements under the merger agreement;
|
·
|
by either Southern Missouri or GBC (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained in the merger agreement) if there is a breach of any of the covenants or agreements or any of the representations or warranties set forth in the merger agreement on the part of the other party which either individually or in the aggregate would result in, if occurring or continuing on the date the merger is completed; the failure of any closing condition of the terminating party and which is not cured within 20 days following written notice to the party committing such breach or by its nature or timing cannot be cured during such period;
|
·
|
by Southern Missouri, if the board of directors of GBC fails to recommend in this proxy statement/prospectus that its shareholders approve the GBC merger proposal, or the GBC board of directors withdraws, modifies or makes or causes to be made any third party or public communication announcing an intention to modify or withdraw such recommendation in a manner adverse to Southern Missouri, or GBC materially breaches any of its obligations relating to third-party acquisition proposals;
|
·
|
by either Southern Missouri or GBC, if the immediately above circumstances are not applicable and GBC does not obtain shareholder approval of the merger agreement at the special meeting; or
|
·
|
by GBC prior to GBC obtaining shareholder approval of the merger agreement in order to enter into an agreement with a third party with respect to an unsolicited superior acquisition proposal. An "acquisition proposal" means a tender or exchange offer, proposal for a merger, consolidation or other business combination involving GBC or FCB or any proposal or offer to acquire in any manner more than 24.99% of the voting power in, or more than 24.99% of the fair market value of the business, assets or deposits of, GBC or FCB. A "superior acquisition proposal" means a written acquisition proposal that the GBC board of directors concludes in good faith to be more favorable from a financial point of view to its shareholders than the merger (after receiving the advice of its financial advisors, after taking into account the likelihood of consummation of such proposal on its terms, and after taking into account all legal, financial, regulatory and other aspects of such proposal), except that for purposes of the term "superior acquisition proposal," references to "more than 24.99%" in the definition of "acquisition proposal" are replaced with references to "a majority."
|
·
|
a termination by Southern Missouri based on (i) the board of directors of GBC either failing to continue its recommendation that the GBC shareholders approve the GBC merger proposal or adversely changing such recommendation or (ii) GBC materially breaching the provisions of the merger agreement relating to third-party acquisition proposals;
|
·
|
a termination by GBC prior to it obtaining shareholder approval of the merger agreement in order to enter into an agreement with a third party with respect to an unsolicited superior acquisition proposal; or
|
·
|
a termination by either Southern Missouri or GBC as a result of the failure of GBC's shareholders to approve the merger agreement if prior to such termination there is publicly announced another acquisition proposal and within one year of termination GBC or FCB enters into a definitive agreement for or consummates an acquisition proposal (as defined above, except that references to "more than 24.99%" in the definition of "acquisition proposal" are replaced with references to "a majority").
|
·
|
the requisite regulatory approvals for the merger might not be obtained, the exchange offer involving the minority shareholders of FCB might not be consummated and other conditions to completion of the merger might not be satisfied or waived;
|
·
|
expected cost savings, synergies and other benefits from Southern Missouri's merger and acquisition activities, including the merger with GBC, might not be realized within the anticipated time frames or at all, and costs or difficulties relating to integration matters, including but not limited to customer and employee retention, might be greater than expected;
|
·
|
the strength of the United States economy in general and the strength of the local economies in which we conduct operations;
|
·
|
fluctuations in interest rates and in real estate values;
|
·
|
monetary and fiscal policies of the Federal Reserve Board and the U.S. Government and other governmental initiatives affecting the financial services industry;
|
·
|
the risks of lending and investing activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses;
|
·
|
the ability to access cost-effective funding;
|
·
|
the timely development of and acceptance of new products and services and the perceived overall value of these products and services by users, including the features, pricing and quality compared to competitors' products and services;
|
·
|
fluctuations in real-estate values and both residential and commercial real estate market conditions;
|
·
|
demand for loans and deposits in the market areas of Southern Missouri and GBC;
|
·
|
legislative or regulatory changes;
|
·
|
results of examinations of Southern Missouri and GBC by their respective regulators, including the possibility that such regulators may, among other things, require an increase the reserve for loan losses or write-down of assets;
|
·
|
the impact of technological changes;
|
·
|
the successful management of the risks involved in the foregoing.
|
At
March 31, |
At June 30,
|
|||||||||||||||||||||||
2018
|
2017
|
2016
|
2015
|
2014
|
2013
|
|||||||||||||||||||
(In thousands)
|
||||||||||||||||||||||||
Financial Condition Data:
|
||||||||||||||||||||||||
Total assets
|
$
|
1,849,793
|
$
|
1,707,712
|
$
|
1,403,910
|
$
|
1,300,064
|
$
|
1,021,422
|
$
|
796,391
|
||||||||||||
Loans receivable, net
|
1,522,445
|
1,397,730
|
1,135,453
|
1,053,146
|
801,056
|
647,166
|
||||||||||||||||||
Mortgage-backed securities
|
78,314
|
78,275
|
71,231
|
70,054
|
58,151
|
16,714
|
||||||||||||||||||
Cash, interest-bearing deposits
and investment securities |
100,543
|
97,674
|
81,270
|
78,258
|
88,658
|
77,059
|
||||||||||||||||||
Deposits
|
1,574,337
|
1,455,597
|
1,120,693
|
1,055,242
|
785,801
|
632,379
|
||||||||||||||||||
Borrowings
|
57,619
|
56,849
|
137,301
|
92,126
|
111,033
|
52,288
|
||||||||||||||||||
Subordinated debt
|
14,921
|
14,848
|
14,753
|
14,658
|
9,727
|
7,217
|
||||||||||||||||||
Stockholders' equity
|
196,496
|
173,083
|
125,966
|
132,643
|
111,111
|
101,829
|
For the Nine
Months Ended
March 31, |
For the Fiscal Years Ended June 30,
|
|||||||||||||||||||||||||||
2018
|
2017
|
2017
|
2016
|
2015
|
2014
|
2013
|
||||||||||||||||||||||
(In thousands)
|
||||||||||||||||||||||||||||
Operating Data:
|
||||||||||||||||||||||||||||
Interest income
|
$
|
57,027
|
$
|
45,143
|
$
|
61,488
|
$
|
56,317
|
$
|
55,301
|
$
|
40,471
|
$
|
36,291
|
||||||||||||||
Interest expense
|
10,546
|
7,563
|
10,366
|
9,365
|
8,766
|
7,485
|
7,501
|
|||||||||||||||||||||
Net interest income
|
46,481
|
37,580
|
51,122
|
46,952
|
46,535
|
32,986
|
28,790
|
|||||||||||||||||||||
Provision for loan losses
|
2,060
|
1,957
|
2,340
|
2,494
|
3,185
|
1,646
|
1,716
|
|||||||||||||||||||||
Net interest income after
provision for loan losses |
44,421
|
35,623
|
48,782
|
44,458
|
43,350
|
31,340
|
27,074
|
|||||||||||||||||||||
Noninterest income
|
10,316
|
8,199
|
11,084
|
9,758
|
8,659
|
6,132
|
4,468
|
|||||||||||||||||||||
Noninterest expense
|
33,201
|
27,427
|
38,252
|
32,686
|
32,285
|
23,646
|
17,521
|
|||||||||||||||||||||
Income before income taxes
|
21,536
|
16,395
|
21,614
|
21,530
|
19,724
|
13,826
|
14,021
|
|||||||||||||||||||||
Income taxes
|
6,245
|
4,556
|
6,062
|
6,682
|
6,056
|
3,745
|
3,954
|
|||||||||||||||||||||
Net income
|
15,291
|
11,839
|
15,552
|
14,848
|
13,668
|
10,081
|
10,067
|
|||||||||||||||||||||
Less: effective dividend on
preferred stock |
---
|
---
|
---
|
85
|
200
|
200
|
345
|
|||||||||||||||||||||
Net income available to
common stockholders |
$
|
15,291
|
$
|
11,839
|
$
|
15,552
|
$
|
14,763
|
$
|
13,468
|
$
|
9,881
|
$
|
9,722
|
||||||||||||||
Basic earnings per share available
to common stockholders
(1)
|
$
|
1.77
|
$
|
1.59
|
$
|
2.08
|
$
|
1.99
|
$
|
1.84
|
$
|
1.49
|
$
|
1.48
|
||||||||||||||
Diluted earnings per share available
to common stockholders
(1)
|
$
|
1.77
|
$
|
1.59
|
$
|
2.07
|
$
|
1.98
|
$
|
1.79
|
$
|
1.45
|
$
|
1.44
|
||||||||||||||
Dividends per share
(1)
|
$
|
0.33
|
$
|
0.30
|
$
|
0.40
|
$
|
0.36
|
$
|
0.34
|
$
|
0.32
|
$
|
0.30
|
At or For the Nine
Months Ended March 31, |
At or For the
Fiscal Years Ended June 30, |
|||||||||||||||||||||||||||
2018
|
2017
|
2017
|
2016
|
2015
|
2014
|
2013
|
||||||||||||||||||||||
Key Operating Ratios and Other Data:
|
||||||||||||||||||||||||||||
Performance ratios:
|
||||||||||||||||||||||||||||
Return on assets (net income to
average total assets) |
1.15
|
%
|
1.08
|
%
|
1.05
|
%
|
1.11
|
%
|
1.07
|
%
|
1.09
|
%
|
1.32
|
%
|
||||||||||||||
Return on average common equity
(net income available to common stockholders divided by average common equity) |
11.28
|
12.15
|
11.70
|
12.34
|
12.48
|
11.55
|
12.34
|
|||||||||||||||||||||
Average equity to average assets
|
10.19
|
8.86
|
8.96
|
9.40
|
10.04
|
11.43
|
12.92
|
|||||||||||||||||||||
Interest rate spread (spread between
weighted average rate on all interest- earning assets and all interest-bearing liabilities) |
3.65
|
3.63
|
3.64
|
3.69
|
3.81
|
3.68
|
3.85
|
|||||||||||||||||||||
Net interest margin (net interest income
as a percentage of average interest- earning assets) |
3.80
|
3.72
|
3.74
|
3.80
|
3.92
|
3.81
|
4.02
|
|||||||||||||||||||||
Noninterest expense to average assets
|
2.50
|
2.49
|
2.58
|
2.45
|
2.53
|
2.56
|
2.29
|
|||||||||||||||||||||
Average interest-earning assets to
average interest-bearing liabilities |
117.06
|
112.77
|
113.13
|
114.38
|
115.39
|
114.26
|
116.68
|
|||||||||||||||||||||
Allowance for loan losses to gross
loans (2) |
1.12
|
1.22
|
1.10
|
1.20
|
1.15
|
1.14
|
1.28
|
|||||||||||||||||||||
Allowance for loan losses to non-
performing loans (2) |
277.63
|
474.24
|
481.65
|
243.66
|
323.35
|
663.37
|
583.41
|
|||||||||||||||||||||
Net charge-offs (recoveries) to average
outstanding loans during the period |
0.03
|
0.06
|
0.05
|
0.09
|
0.01
|
0.10
|
0.13
|
|||||||||||||||||||||
Ratio of nonperforming assets to total
assets (2) |
0.56
|
0.44
|
0.37
|
0.64
|
0.64
|
0.43
|
0.58
|
|||||||||||||||||||||
Common shareholder dividend payout
ratio (common dividends as a percentage of earnings available to common shareholders |
18.55
|
18.89
|
19.14
|
18.12
|
18.69
|
21.44
|
20.31
|
At
March 31,
|
At June 30,
|
|||||||||||||||||||||||
2018
|
2017
|
2016
|
2015
|
2014
|
2013
|
|||||||||||||||||||
Other Data:
|
||||||||||||||||||||||||
Number of:
|
||||||||||||||||||||||||
Real Estate Loans
|
7,289
|
6,800
|
5,554
|
5,428
|
4,459
|
3,637
|
||||||||||||||||||
Deposit Accounts
|
78,813
|
72,186
|
60,839
|
58,927
|
43,159
|
31,980
|
||||||||||||||||||
Full service offices
|
39
|
39
|
33
|
32
|
22
|
17
|
||||||||||||||||||
Limited service offices
|
3
|
3
|
3
|
3
|
3
|
1
|
||||||||||||||||||
(1)
(2)
|
All share and per share amounts have been adjusted for the two-for-one common stock split in the form of a 100% common stock dividend paid January 30, 2015.
At end of period.
|
Southern
Missouri Historical |
GBC
Historical |
Pro Forma
Combined Amounts for Southern Missouri |
Pro Forma
GBC Equivalent Shares (1) |
|||||||||||||
Book value per common share at March 31, 2018
|
$
|
21.92
|
$
|
151.99
|
$
|
22.32
|
(2)
|
$
|
113.61
|
|||||||
Book value per common share at June 30, 2017
|
$
|
20.19
|
$
|
149.84
|
$
|
20.66
|
(2)
|
$
|
110.35
|
|||||||
Cash dividends paid per common share for the
|
||||||||||||||||
nine months ended March 31, 2018
|
$
|
0.33
|
---
|
$
|
0.33
|
(3)
|
$
|
0.65
|
||||||||
Cash dividends paid per common share for the
|
||||||||||||||||
twelve months ended June 30, 2017
|
$
|
0.40
|
---
|
$
|
0.40
|
(3)
|
$
|
0.79
|
||||||||
Basic earnings per common share for the
|
||||||||||||||||
nine months ended March 31, 2018
|
$
|
1.77
|
$
|
7.11
|
$
|
1.91
|
(4)
|
$
|
3.75
|
|||||||
Basic earnings per common share for the
|
||||||||||||||||
twelve months ended June 30, 2017
|
$
|
2.08
|
$
|
14.58
|
$
|
2.40
|
(4)
|
$
|
4.71
|
|||||||
Diluted earnings per common share for the
|
||||||||||||||||
nine months ended March 31, 2018
|
$
|
1.77
|
$
|
7.11
|
$
|
1.91
|
(4)
|
$
|
3.75
|
|||||||
Diluted earnings per common share for the
|
||||||||||||||||
twelve months ended June 30, 2017
|
$
|
2.07
|
$
|
14.58
|
$
|
2.39
|
(4)
|
$
|
4.69
|
(1) |
Calculated by multiplying the Pro Forma Combined Amounts for Southern Missouri by the estimated exchange ratio for the stock portion of the merger consideration of 1.9639
shares of Southern Missouri common stock for each share of GBC common stock, which is based on the average Southern Missouri common stock price of $35.53, and, solely in the case of the book value per common share at June 30, 2017 and March 31, 2018, adding to that result cash consideration per share assumed to be $69.78. See "The Merger Agreement—Merger Consideration."
|
(2) |
Calculated by dividing the total pro forma combined Southern Missouri and GBC equity by total pro forma combined common shares outstanding at the end of the period.
|
(3) |
Represents the historical cash dividends per share paid by Southern Missouri for the period.
|
(4) |
Pro forma earnings per common share are based on pro forma combined net income and pro forma combined weighted average shares outstanding during the period.
|
·
|
delivering written notice of revocation to Corporate Secretary, c/o Gideon Bancshares Company, 304 North Walnut, Dexter, MO 63841;
|
·
|
delivering a duly executed proxy card bearing a later date than the proxy that such shareholder desires to revoke; or
|
·
|
attending the special meeting and voting in person.
|
·
|
GBC's board of directors' familiarity with and review of information concerning the business, results of operations, financial condition, competitive position and future prospects of GBC;
|
·
|
the current and prospective environment in which GBC operates, including national, regional and local economic conditions, the competitive environment for banks, thrifts and other financial institutions generally, the increased regulatory burdens on financial institutions generally and the trend toward consolidation in the banking industry and in the financial services industry;
|
·
|
that shareholders of GBC will receive one-half of the merger consideration in shares of Southern Missouri common stock, which is listed on the NASDAQ Stock Market, contrasted with the absence of a public market for GBC's common stock;
|
·
|
the treatment of the merger as a "reorganization" within the meaning of Section 368(a) of the Code with respect to the shares of GBC common stock exchanged for Southern Missouri common stock;
|
·
|
the results that GBC could expect to obtain if it continued to operate independently, and the likely benefits to shareholders of that course of action, as compared with the value of the merger consideration offered by Southern Missouri;
|
·
|
that minority shareholders of FCB, following the share exchange transaction with GBC, will have the opportunity to receive a value equivalent to that received by the shareholders of GBC in connection with the merger;
|
·
|
the ability of Southern Missouri to pay the aggregate merger consideration without a financing contingency and without the need to obtain financing to close the transaction;
|
·
|
the ability of Southern Missouri to receive the requisite regulatory approvals in a timely manner;
|
·
|
the terms and conditions of the merger agreement, including the parties' respective representations, warranties, covenants and other agreements, and the conditions to closing;
|
·
|
that a merger with a larger holding company would provide the opportunity to realize economies of scale, increase efficiencies of operations and enhance the development of new products and services;
|
·
|
that GBC's directors and executive officers have financial interests in the merger in addition to their interests as GBC shareholders, including financial interests that are the result of compensation arrangements with GBC, and the manner in which such interests would be affected by the merger;
|
·
|
that the cash portion of the merger consideration will be taxable to GBC's shareholders upon completion of the merger;
|
·
|
the requirement that GBC conduct its business in the ordinary course and the other restrictions on the conduct of GBC's business before completion of the merger, which may delay or prevent GBC from undertaking business opportunities that may arise before completion of the merger; and
|
·
|
that under the merger agreement GBC cannot solicit competing proposals for the acquisition of GBC.
|
·
|
the potential risk of diverting management attention and resources from the operation of GBC's business towards the completion of the merger;
|
·
|
the restrictions on the conduct of GBC's business prior to the completion of the merger, which are customary for merger agreements involving financial institutions, but which, subject to specific exceptions, could delay or prevent GBC from undertaking business opportunities that may arise or any other action it would otherwise take with respect to the operations of GBC absent the pending completion of the merger;
|
·
|
the possibility that GBC will have to pay a $750,000 termination fee to Southern Missouri if the merger agreement is terminated under certain circumstances;
|
·
|
the potential risks associated with achieving anticipated cost synergies and savings and successfully integrating GBC's and FCB's business, operations and workforce with those of Southern Missouri and Southern Bank;
|
·
|
the merger-related costs and expenses; and
|
·
|
the other risks described under the heading "Risk Factors."
|
·
|
its knowledge of GBC's business, operations, financial condition, earnings and prospects, taking into account the results of Southern Missouri's due diligence review of GBC and FCB, including Southern Missouri's assessments of their credit policies, asset quality, adequacy of loan loss reserves, interest rate risk and litigation;
|
·
|
the fact that an acquisition of GBC and FCB would enhance Southern Missouri's strategic presence in the Dexter, Missouri and would add several new communities to complement its existing network of community bank facilities in Dexter, Sikeston, and Cape Girardeau, Missouri;
|
·
|
the reports of Southern Missouri management concerning the operations and financial condition of GBC and the pro forma financial impact of the merger;
|
·
|
the strength of FCB's management team;
|
·
|
the fact that GBC's and FCB's shareholders would own approximately 3.3% of the outstanding shares of Southern Missouri common stock immediately following the merger (assuming all FCB minority shareholders agree to exchange their FCB shares for GBC shares immediately prior to the merger);
|
·
|
the interests of GBC's directors and executive officers in the merger, in addition to their interests generally as shareholders, as described under "—Interests of GBC's Directors and Executive Officers in the Merger";
|
·
|
the fact that GBC's and Southern Missouri's management teams share a common business vision and commitment to their respective customers, shareholders, employees and other constituencies;
|
·
|
the belief of Southern Missouri's management that the merger will be accretive to Southern Missouri's earnings under accounting principles generally accepted in the United States, commonly referred to as "GAAP";
|
·
|
the fact that the merger is likely to provide an increase in shareholder value, including the benefits of a stronger strategic position;
|
·
|
the anticipated pro forma impact of the merger on the combined company, including potential synergies, and the expected impact on financial metrics such as earnings and tangible equity per share, as well as on regulatory capital levels;
|
·
|
the likelihood of a successful integration of GBC's and FCB's business, operations and workforce with those of Southern Missouri;
|
·
|
the regulatory and other approvals required in connection with the transaction and the likelihood such approvals would be received in a timely manner and without unacceptable conditions; and
|
·
|
the financial and other terms of the merger agreement, including the merger consideration, tax treatment and termination fee provisions.
|
·
|
the potential risk of diverting management attention and resources from the operation of Southern Missouri's business towards the completion of the merger;
|
·
|
the potential risks associated with achieving anticipated cost synergies and savings and successfully integrating GBC's and FCB's business, operations and workforce with those of Southern Missouri;
|
·
|
the merger-related costs and expenses; and
|
·
|
the other risks described under the heading "Risk Factors."
|
·
|
$364,000
to Rickey Stubbs, President and Chairman of GBC;
|
·
|
$364,000
to Brett Dorton, President and Chief Executive Officer of FCB; and
|
·
|
$180,000
to Mary Lawrence, Chief Operating Officer and Senior Vice President of FCB.
|
·
|
a cash amount, which we refer to as the "per share cash consideration," equal to 50% of the aggregate merger consideration divided by the number of shares of GBC common stock that will be issued and outstanding immediately prior to the closing of the merger assuming all of the minority shareholders of FCB exchange their shares of FCB common stock for shares of GBC common stock immediately prior to the merger pursuant to the exchange offer described below; and
|
·
|
a number of shares of Southern Missouri common stock, which we refer to as the "per share stock consideration," equal to the per share cash consideration divided by $35.53
,
the average closing price of Southern Missouri common stock for the 20-trading day period ending on and including the fifth trading day preceding June 12, 2018 (the date of the merger agreement), which we refer to as the "average Southern Missouri common stock price."
|
·
|
due organization and qualification;
|
·
|
capitalization;
|
·
|
subsidiaries;
|
·
|
corporate powers;
|
·
|
authority relative to execution and delivery of the merger agreement and the absence of conflicts with, or violations of, organizational documents or other obligations as a result of the merger or bank merger;
|
·
|
required governmental and other regulatory filings, consents and approvals in connection with the merger and the bank merger;
|
·
|
financial statements and the absence of certain changes or events;
|
·
|
in the case of Southern Missouri, SEC reports;
|
·
|
legal proceedings;
|
·
|
reports to regulatory authorities and absence of agreements with regulatory authorities;
|
·
|
compliance with applicable laws;
|
·
|
in the case of GBC, certain contracts;
|
·
|
in the case of GBC, no broker's fees payable in connection with the merger;
|
·
|
employee benefit matters and labor matters;
|
·
|
the accuracy of information supplied for inclusion in this proxy statement/prospectus and other documents;
|
·
|
inapplicability of takeover statutes;
|
·
|
environmental matters;
|
·
|
tax matters;
|
·
|
risk management instruments;
|
·
|
the accuracy of corporate record books;
|
·
|
in the case of GBC, insurance matters;
|
·
|
accounting and internal controls;
|
·
|
in the case of Southern Missouri, the availability of sources of capital and authorized shares of common stock sufficient to pay the merger consideration;
|
·
|
loan matters and allowance for loan losses;
|
·
|
properties;
|
·
|
investment securities;
|
·
|
intellectual property;
|
·
|
related party transactions;
|
·
|
absence of actions or circumstances that would prevent the merger or the bank merger from qualifying as a "reorganization" under Section 368(a) of the Code;
|
·
|
the proper administration of fiduciary accounts;
|
·
|
in the case of GBC, the absence of an action or a failure to act by any present or former director, officer, employee or agent of GBC or any of its subsidiaries that would give rise to a claim for indemnification by such individual; and
|
·
|
no representation or warranty is misleading.
|
(1)
|
a material adverse effect on the business, properties, results of operations or financial condition of such party and its subsidiaries taken as a whole (provided that a material adverse effect will not be deemed to include the impact of (A) changes, after the date of the merger agreement, in GAAP or applicable regulatory accounting requirements, (B) changes, after the date of the merger agreement, in laws, rules or regulations of general applicability to companies in the industries in which such party and its subsidiaries operate, or interpretations thereof by courts or governmental entities, (C) changes, after the date of the merger agreement, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting the financial services industry generally, (D) public disclosure of the transactions contemplated by the merger agreement or actions or inactions expressly required by the merger agreement or that are taken with the prior written consent of the other party in contemplation of the transactions contemplated by the merger agreement, or (E) a decline in the trading price of a party's common stock or the failure, in and of itself, of a party to meet earnings projections, but not, in either case, including the underlying causes thereof; except, with respect to subclauses (A), (B), or (C), to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its subsidiaries operate); or
|
(2)
|
a material adverse effect on the ability of such party or its financial institution subsidiary to timely consummate the transactions contemplated by the merger agreement.
|
·
|
use reasonable efforts to maintain and preserve intact its business organization and advantageous business relationships and not take any action reasonably likely to impair its ability to perform any of its obligations under the merger agreement; and
|
·
|
not take any action that would, or is reasonably likely to, cause the merger or the bank merger to fail to qualify as a reorganization under Section 368(a) of the Code and not knowingly take any action that is intended or is reasonably likely to result in any of the conditions to the completion of the merger not being satisfied or a material violation of any provision of the merger agreement;
|
·
|
issue, sell or otherwise permit to become outstanding, or authorize the creation of, any additional shares of GBC common stock or rights to acquire stock or permit any additional shares of GBC common stock to become subject to grants of employee or director stock options, other rights or similar stock-based employee rights other than shares of GBC common stock to be issued in connection with the exchange offer to FCB minority shareholders;
|
·
|
except as specified in the disclosure schedules to the merger agreement, pay or declare any dividends or other distributions on GBC common stock;
|
·
|
adjust, split, combine, redeem, reclassify, purchase or otherwise acquire any shares of GBC's capital stock, other ownership interests or rights to acquire stock;
|
·
|
enter into, modify, renew, or terminate any employment, severance or similar agreement or arrangement with any director, officer, employee or independent contractor, or grant any salary or wage increase or increase any employee benefit (including incentive or bonus payments) other than (A) normal increases in compensation to employees, (B) individual cash bonuses in accordance with past practice and (C) a retention bonus of at least $150,000 in the aggregate for purposes of retaining certain individuals prior to and after the merger;
|
·
|
except as required by law or to satisfy a previously disclosed contractual obligation existing as of the date of the merger agreement, establish, modify or terminate any employee benefit plan or take action to accelerate the vesting of benefits under any employee benefit plan;
|
·
|
sell, transfer, lease, encumber or otherwise dispose of or discontinue any of its assets, deposits, business or properties or intellectual property, except in the ordinary course of business consistent with past practice in a transaction that is not material to GBC and its subsidiaries taken as a whole;
|
·
|
acquire the assets, business, deposits or properties of any other entity, other than pursuant to foreclosure or acquisition of control in a fiduciary capacity or in satisfaction of debts previously contracted in each case in the ordinary and usual course of business consistent with past practice;
|
·
|
except as specified in the disclosure schedules to the merger agreement, sell or acquire any loans (excluding residential mortgage loans originated for resale in the ordinary course of business), loan participations (excluding sales of participations that have been offered to Southern Missouri on GBC's standard terms and that Southern Missouri has declined to purchase) or servicing rights;
|
·
|
amend its governing documents;
|
·
|
implement or adopt any change in its accounting principles, practices or methods, except as may be required by accounting principles generally accepted in the United States or regulatory accounting principles;
|
·
|
enter into, materially modify or terminate any material contract, other than in the ordinary course of business consistent with past practice;
|
·
|
except in the ordinary course of business consistent with past practice, settle any claim, action or proceeding, except for any claim, action or proceeding that does not involve precedent for other material claims, actions or proceedings and that involve solely money damages in an amount, individually or in the aggregate for all such settlements, that is not material to GBC and its subsidiaries taken as a whole;
|
·
|
foreclose upon any real property without obtaining a phase one environmental report, except for one- to four-family non-agricultural residential properties of five acres or less which GBC does not have reason to believe might be in violation of or require remediation under environmental laws;
|
·
|
in the case of FCB, (i) voluntarily make a material change in its deposit mix; (ii) increase or decrease the interest rate paid on its time deposits or certificates of deposit except in a manner consistent with past practice and competitive factors in the marketplace; (iii) incur any material liability or obligation relating to retail banking and branch merchandising, marketing and advertising activities and initiatives except in the ordinary course of business consistent with past practice; (iv) open any new branch of deposit taking facility; or (v) close or relocate any existing branch or other facility;
|
·
|
acquire any investment securities outside of the limits specified in the merger agreement;
|
·
|
except as specified in the disclosure schedules to the merger agreement or for emergency repairs or replacements, make capital expenditures other than in the ordinary course of business consistent with past practices;
|
·
|
materially change its loan underwriting policies or make loans or extensions of credit in excess of amounts specified in the merger agreement;
|
·
|
invest in any new or existing joint venture, partnership or similar activity or any new real estate development or construction activity,
other than by way of foreclosures or acquisitions of control in a fiduciary capacity or in satisfaction of debts previously contracted, in each case in the ordinary and usual course of business consistent with past practice ;
|
·
|
materially change its interest rate and other risk management policies and practices;
|
·
|
except as specified in the disclosure schedules to the merger agreement, incur any debt for borrowed funds other than advances, repurchase agreements and other borrowing from the Federal Home Loan Bank of Des Moines in the ordinary course of business with a term of one year or less, or incur, assume, guarantee or otherwise become subject to any obligations or liabilities of any other person, other than in the ordinary course of business and subject to the restrictions set forth in the merger agreement;
|
·
|
enter into, modify or renew any lease or license other than in the ordinary course of business consistent with past practice and involving an amount in excess of the limit in the merger agreement,
|
·
|
permit the lapse of any intellectual property rights;
|
·
|
create any lien on any of its assets or properties, other than the pledge of assets to secure public deposits and in connection with securing advances, repurchase agreements and other borrowings in the ordinary course of business;
|
·
|
make charitable contributions in excess of limits specified in the merger agreement;
|
·
|
except as required by GAAP, regulatory accounting principles or by a regulatory authority, make a change in policy respect to loan loss reserves and charge-offs, asset/liability management or any other material matter;
|
·
|
develop, market or implement any new products or lines of business; or
|
·
|
agree or commit to do any of the foregoing.
|
·
|
the approval of the merger agreement by GBC's shareholders;
|
·
|
to the extent required, the filing by Southern Missouri with NASDAQ of a notification form for the listing of the shares of Southern Missouri common stock to be issued in the merger, and the non-objection by NASDAQ to such listing;
|
·
|
the effectiveness of the registration statement of which this proxy statement/prospectus is a part, and the absence of any stop order (or proceedings for that purpose initiated or threatened and not withdrawn);
|
·
|
the absence of any order, injunction, decree or law preventing or making illegal the completion of the merger or the bank merger;
|
·
|
accuracy, as of the date of the merger agreement and as of the closing date of the merger, of the representations and warranties made by Southern Missouri and GBC to the extent specified in the merger agreement, and the receipt by each party of an officer's certificate from the other party to that effect;
|
·
|
the performance by the other party in all material respects of all obligations required to be performed by it under the merger agreement and the receipt by each party of an officer's certificate from the other party to that effect; and
|
·
|
receipt by each party of an opinion of its tax advisor to the effect that on the basis of facts, representations and assumptions set forth or referred to in such opinion, the mergers taken as a whole will qualify as one or more "reorganizations" within the meaning of Section 368(a) of the Code.
|
·
|
receipt by GBC of all designated third-party consents;
|
·
|
receipt of a signed voting agreement from GBC's majority shareholder within 48 hours following execution of the merger agreement;
|
·
|
the receipt of all necessary regulatory authorizations, consents, orders or approvals, including from the Federal Reserve Board and the Missouri Division, necessary to consummate the merger and the bank merger, without the imposition of any condition or requirement, which individually or in the aggregate, is deemed unduly burdensome by Southern Missouri, including any condition that would increase the minimum regulatory capital requirements of Southern Missouri or Southern Bank, and such authorizations, consents, orders and approvals shall remain in full force and effect and all statutory waiting period in respect thereof shall have expired;
|
·
|
the holders of less than 5.0% of the outstanding shares of GBC common stock assuming all minority shareholders of FCB participate in the share exchange offer shall have exercised dissenters' rights under Missouri law;
|
·
|
receipt of an executed officer's agreement with Brett Dorton, President and Chief Executive Officer of FCB; and
|
·
|
GBC shall have entered into an exchange agreement with the holders of at least 80% of the outstanding shares of common stock of FCB not owned by GBC and completed the exchange offer and issuance of shares of GBC common stock to such holders in accordance with such exchange agreement.
|
·
|
by mutual written consent of Southern Missouri and GBC;
|
·
|
by either Southern Missouri or GBC, if any governmental entity that must grant a required regulatory approval has denied approval of the merger or bank merger and such denial has become final and non-appealable or any governmental entity of competent jurisdiction has issued a final non-appealable order, injunction or decree permanently enjoining or otherwise prohibiting or making illegal the merger or bank merger, unless the failure to obtain a required regulatory approval is due to the failure of the party seeking to terminate the merger agreement to perform or observe its covenants and agreements under the merger agreement;
|
·
|
by either Southern Missouri or GBC, if the merger has not been completed on or before December 31, 2018, unless the failure of the merger to be completed by that date is due to the failure of the party seeking to terminate the merger agreement to perform or observe its covenants and agreements under the merger agreement;
|
·
|
by either Southern Missouri or GBC (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained in the merger agreement), if there is a breach of any of the covenants or agreements or any of the representations or warranties set forth in the merger agreement on the part of the other party which, either individually or in the aggregate, would constitute, if occurring or continuing on the merger closing date, the failure of a closing condition of the terminating party and which is not cured within 20 days following written notice to the party committing such breach, or which by its nature or timing cannot be cured during such period;
|
·
|
by Southern Missouri, if the board of directors of GBC fails to recommend in this proxy statement/prospectus that its shareholders approve the merger agreement, or the GBC board of directors withdraws, modifies or makes or causes to be made any third party or public communication announcing an intention to modify or withdraw such recommendation in a manner adverse to Southern Missouri, or GBC materially breaches any of its obligations relating to third-party acquisition proposals;
|
·
|
by either Southern Missouri or GBC, if the special meeting of GBC shareholders has been held (including any postponement or adjournment thereof) and the required vote to approve the merger agreement has not been obtained; provided in the case of a termination by GBC that GBC has complied in all material respects with its obligations under the merger agreement, including with respect to its board of directors recommending approval of the merger agreement and the non-solicitation of third-party acquisition proposals;
|
·
|
by GBC prior to GBC obtaining shareholder approval of the merger agreement in order to enter into an agreement with respect to a third party superior unsolicited acquisition proposal, provided GBC has not committed a material breach of its obligations with respect to third-party acquisition proposals and concurrently with such termination pays Southern Missouri a termination fee of $750,000 in cash.
|
·
|
a termination by Southern Missouri based on (i) the board of directors of GBC either failing to continue its recommendation that the GBC shareholders approve the merger agreement or adversely changing such recommendation or (ii) GBC materially breaching the provisions of the merger agreement relating to third-party acquisition proposals;
|
·
|
a termination by GBC prior to obtaining shareholder approval of the merger agreement in order to enter into an agreement with a third party with respect to an unsolicited superior acquisition proposal as described above; or
|
·
|
a termination by either Southern Missouri or GBC as a result of the failure of GBC's shareholders to approve the merger agreement if prior to such termination there is publicly announced another acquisition proposal and within one year of termination GBC or FCB enters into a definitive agreement for or consummates an acquisition proposal. For purposes of this bullet point, an acquisition proposal to acquire voting power in, or a portion of the business, assets or deposits of, GBC or FCB must be for a majority of such voting power or a majority of the fair market value of such business, assets or deposits.
|
·
|
to vote, or cause to be voted, all of the shares of GBC common stock it beneficially owns in favor of approval of the merger agreement proposal and against the approval or adoption of any proposal made in opposition to the merger;
|
·
|
to vote (exchange), or cause to be voted (exchanged), all of the shares of FCB common stock it beneficially owns in the exchange offer; and
|
·
|
not to sell, transfer or otherwise dispose of any such shares of GBC common stock or FCB common stock until after GBC shareholder approval of the merger agreement or FCB shareholder approval of the exchange offer, excluding (i) a transfer where the transferee has agreed in writing to abide by the terms of the voting agreement in a form reasonably satisfactory to Southern Missouri, (ii) a transfer by will or operation of law, or (iii) a transfer made with the prior written consent of Southern Missouri.
|
·
|
an individual citizen or resident of the United States;
|
·
|
a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States or any state thereof or the District of Columbia;
|
·
|
a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) such trust has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person for U.S. federal income tax purposes; or
|
·
|
an estate that is subject to U.S. federal income taxation on its income regardless of its source.
|
·
|
No gain or loss will be recognized by Southern Missouri or GBC as a result of the merger.
|
·
|
A U.S. holder who receives a combination of shares of Southern Missouri common stock and cash (other than cash received in lieu of fractional shares of Southern Missouri common stock) in exchange for shares of GBC common stock pursuant to the merger generally will recognize gain (but not loss) in an amount equal to the lesser of (i) the amount by which the sum of the fair market value of the Southern Missouri common stock (determined as of the effective time of the merger) and cash received by such U.S. holder of GBC common stock exceeds such U.S. holder's adjusted tax basis in its GBC common stock surrendered and (ii) the amount of cash received by such U.S. holder of GBC common stock (in each case excluding any cash received in lieu of fractional shares of Southern Missouri common stock, which will be treated as discussed below). This gain generally will be capital gain and will be long-term capital gain if the holding period for the shares of GBC common stock exchanged is more than one year at the time of completion of the merger.
|
·
|
The aggregate tax basis of the Southern Missouri common stock received by a U.S. holder of GBC common stock in the merger (including any fractional shares of Southern Missouri common stock deemed received and exchanged for cash, as described below) will be the same as the aggregate tax basis of the GBC common stock for which it is exchanged, decreased by the amount of cash received in the merger (other than cash received in lieu of a fractional share of Southern Missouri common stock), and increased by the amount of gain recognized on the exchange, other than with respect to cash received in lieu of a fractional share of Southern Missouri common stock (regardless of whether such gain is classified as capital gain or as dividend income, as discussed below under "—Potential Recharacterization of Gain as a Dividend").
|
·
|
The holding period of Southern Missouri common stock received in exchange for shares of GBC common stock (including fractional shares of Southern Missouri common stock deemed received and exchanged for cash, as described below) will include the holding period of the GBC common stock for which it is exchanged.
|
Name of Beneficial Owner
|
Number of GBC
common stock beneficially owned |
Percent of
class (1) |
Norman Harty Estate
|
103,374
|
72.9%
|
Sue Lee (Wilkerson) Hisaw,
Director
|
11,707
|
8.3%
|
John Harty, Jr.,
Director
|
4,500
|
3.2%
|
James Harty,
Director
|
4,500
|
3.2%
|
Rickey Stubbs,
Chairman of the Board and President of GBC
|
9,880
|
7.0%
|
Eddie Cato,
Corporate Secretary
|
1,708
|
1.2%
|
Brett Dorton,
Director and President and Chief Executive
Officer of FCB
|
---
|
*
|
Mary Lawrence,
Executive Vice President and Chief Operating
Officer of FCB
|
---
|
*
|
32,295
|
22.8%
|
Name
|
Year
|
Salary
(1)
|
Bonus
|
All Other
Compensation (2) |
Total
|
|||||
Brett Dorton
|
2017
|
$179,000
|
$20,000
|
$8,750
|
$207,750
|
|||||
2016
|
179,000
|
20,000
|
8,750
|
207,750
|
(1)
|
Includes $4,000 of fees received in 2017 and 2016 for service on the GBC board of directors.
|
(2)
|
Other compensation consists of a company-matching 401(k) contribution of 8,750. Amounts do not include any personal benefits or perquisites related to Mr. Dorton's use of a company car company, company cell phone, or membership dues at a country club, the incremental cost of which to FCB was less than $10,000 in the aggregate.
|
Stock Price
|
Dividends
|
|||||||||||
High
|
Low
|
per Share
|
||||||||||
Fiscal 2019 Quarters:
|
||||||||||||
First Quarter (through September 14, 2018)
|
$ [•] | $ [•] | $ [•] | |||||||||
Fiscal 2018 Quarters:
|
||||||||||||
Fourth Quarter (ended 6/30/18)
|
$
|
39.30
|
$
|
$34.33
|
$
|
$0.11
|
||||||
Third Quarter (ended 3/31/18)
|
38.64
|
33.82
|
0.11
|
|||||||||
Second Quarter (ended 12/31/17)
|
40.41
|
35.89
|
0.11
|
|||||||||
First Quarter (ended 9/30/17)
|
36.49
|
31.02
|
0.11
|
|||||||||
Fiscal 2017 Quarters:
|
||||||||||||
Fourth Quarter (ended 6/30/17)
|
$
|
36.01
|
$
|
$30.30
|
$
|
$0.10
|
||||||
Third Quarter (ended 3/31/17)
|
36.88
|
31.51
|
0.10
|
|||||||||
Second Quarter (ended 12/31/16)
|
36.59
|
24.30
|
0.10
|
|||||||||
First Quarter (ended 9/30/16)
|
25.20
|
23.84
|
0.10
|
·
|
12,000,000 shares of common stock, $0.01 par value per share; and
|
·
|
500,000 shares of preferred stock, $0.01 par value per share.
|
GBC
|
SOUTHERN MISSOURI
|
|
Under Missouri law, the affirmative vote of the holders of at least two-thirds of the outstanding shares of the corporation entitled to vote is required to approve a merger or other fundamental business transaction.
The MGBCL contains a business combination statute that prohibits a business combination between a corporation and an interested shareholder (one who beneficially owns 20% or more of the corporation's outstanding voting stock or who is an affiliate or associate of the corporation and at any time within the previous five years was the beneficial owner of 20% or more of the corporation's outstanding voting stock) for a period of five years after the interested shareholder first becomes an interested shareholder, unless the business combination or the acquisition of stock that resulted in the interested shareholder becoming an interested shareholder is approved by the board of directors on or before the date that the interested shareholder became an interested shareholder or unless the corporation has exempted itself from the statute pursuant to a provision in its original articles of incorporation or, subject to certain conditions, a shareholder-approved bylaw amendment. After the five-year period has elapsed, a corporation subject to the statute may not consummate a business combination with an interested shareholder unless the transaction has been approved by the holders of a majority of the voting stock excluding shares beneficially owned by the interested shareholder and its affiliates and associates. This approval requirement need not be met if certain fair price and terms criteria have been satisfied. We are subject to the Missouri business combination statute.
Each share of GBC common stock has one vote for each matter properly brought before the shareholders, other than with respect to cumulative voting in connection with the election of directors.
The MGBCL contains a control share acquisition statute which, in general terms, provides that where a shareholder acquires issued and outstanding shares of a corporation's voting stock (referred to as control shares) within one of several specified ranges (one-fifth or more but less than one-third, one-third or more but less than a majority, or a majority or more), approval by shareholders of the control share acquisition must be obtained before the acquiring shareholder may vote the control shares. The required shareholder vote is a majority all votes entitled to be cast, excluding "interested shares," defined as shares held by the acquiring person, officers of the corporation and employees who are also directors of the corporation. A
|
Under Missouri law, the affirmative vote of the holders of at least two-thirds of the outstanding shares of the corporation entitled to vote is required to approve a merger or other fundamental business transaction.
Southern Missouri's articles of incorporation provides that certain business combinations (for example, mergers or consolidations, significant asset sales and significant stock issuances) involving "interested shareholders" of Southern Missouri require, in addition to any vote required by law, the approval of (i) the holders of at least 80% of the voting power of the outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class, and (ii) the holders of at least a majority of the voting power of the outstanding shares of such stock not beneficially owned by the interested shareholder and its affiliates and associates, voting together as a single class, unless a majority of the whole board has approved a memorandum of understanding with the interested shareholder with respect to, or on substantially the same terms as, the proposed business combination prior to the time the interested shareholder became an interested shareholder. An "interested shareholder" for purposes of this provision generally means a person who is a 10% or greater shareholder of Southern Missouri or who is an affiliate or associate of Southern Missouri and at any time within the prior two years was a 5% or greater shareholder of Southern Missouri.
The business combination and control share acquisition statutes contained in the MGBCL and described in the adjacent GBC column are also applicable to Southern Missouri.
Each share of Southern Missouri common stock has one vote for each matter properly brought before the shareholders, provided that under Southern Missouri's articles of incorporation, any person who beneficially owns in excess of 10% of the outstanding shares of Southern Missouri common stock may not vote the excess shares without the prior approval of a majority of the whole board (defined as the total number of directors Southern Missouri would have if there were no vacancies on its board).
Southern Missouri's bylaws provide that special meetings of shareholders may only be called by Southern Missouri's board of directors.
|
GBC
|
SOUTHERN MISSOURI
|
|
receive notice of the nomination no later than the tenth day following the day on which notice of the date of the meeting is mailed or public announcement of the date of the meeting date is first made, whichever occurs first.
|
Report(s)
|
Period(s) of Report(s) or Date(s) Filed
|
|
·
Annual Report on Form 10-K
|
For the fiscal year ended June 30, 2017
|
|
·
Quarterly Reports on Form 10-Q
|
For the quarters ended September 30, 2017, December 31, 2017 and March 31, 2018
|
|
·
Current Reports on Form 8-K
|
Filed on August 21, 2017, October 19, 2017, November 1, 2017, December 18, 2017, January 18, 2018, February 26, 2018, April 18, 2018, June 13, 2018 and July 19, 2018
|
Southern Missouri Documents
|
Attention: Investor Relations
|
Southern Missouri Bancorp, Inc.
|
2991 Oak Grove Road
|
Poplar Bluff, Missouri 63901
|
(573) 778-1800
|
Page | ||
RECITALS
|
1
|
|
ARTICLE I THE MERGER
|
2
|
|
1.1
|
The Merger.
|
2
|
1.2
|
Effective Time
|
2
|
1.3
|
Effects of the Merger
|
2
|
1.4
|
Conversion of Stock
|
2
|
1.5
|
Incorporation Documents and By-Laws of the Surviving Company
|
5
|
1.6
|
Directors and Officers.
|
5
|
1.7
|
Tax Consequences
|
5
|
1.8
|
The Second Step Merger
|
5
|
1.9
|
The Bank Merger
|
5
|
ARTICLE II DELIVERY OF MERGER CONSIDERATION
|
6
|
|
2.1
|
Exchange Agent
|
6
|
2.2
|
Deposit of Merger Consideration
|
6
|
2.3
|
Delivery of Merger Consideration.
|
6
|
ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER
|
8
|
|
3.1
|
Organization and Standing
|
8
|
3.2
|
Capitalization
|
9
|
3.3
|
Subsidiaries.
|
10
|
3.4
|
Corporate Power
|
10
|
3.5
|
Authority; No Violation.
|
11
|
3.6
|
Consents and Approvals
|
11
|
3.7
|
Financial Reports; Absence of Certain Changes or Events.
|
12
|
3.8
|
Litigation
|
13
|
3.9
|
Regulatory Matters.
|
13
|
3.10
|
Compliance with Laws
|
13
|
3.11
|
Material Contracts; Defaults
|
14
|
3.12
|
Brokers Fees
|
15
|
3.13
|
Employee Benefit Plans.
|
15
|
3.14
|
Labor Matters
|
18
|
3.15
|
Seller Information
|
18
|
3.16
|
Takeover Laws
|
18
|
3.17
|
Environmental Matters
|
18
|
3.18
|
Tax Matters
|
19
|
3.19
|
Risk Management Instruments
|
19
|
4.21
|
Loan Portfolio.
|
32
|
4.22
|
Securities Portfolio
|
33
|
4.23
|
Reorganization
|
33
|
4.24
|
Buyer Information
|
33
|
4.25
|
Fiduciary Business
|
33
|
4.26
|
Ownership of Seller Capital Stock
|
34
|
4.27
|
Representations Not Misleading
|
34
|
ARTICLE V COVENANTS RELATING TO CONDUCT OF BUSINESS
|
34
|
|
5.1
|
Forbearances of Seller
|
34
|
5.2
|
Forbearances of Buyer
|
38
|
ARTICLE VI ADDITIONAL AGREEMENTS
|
39
|
|
6.1
|
Regulatory Matters.
|
39
|
6.2
|
Access to Information; Current Information; Consultation.
|
40
|
6.3
|
Shareholder Meeting
|
42
|
6.4
|
Reservation of Buyer Common Stock; Nasdaq Listing.
|
42
|
6.5
|
Employee Matters.
|
42
|
6.6
|
Officers' and Directors' Insurance; Indemnification.
|
44
|
6.7
|
No Solicitation.
|
45
|
6.8
|
Notification of Certain Matters
|
46
|
6.9
|
Correction of Information
|
46
|
6.10
|
System Integration
|
47
|
6.11
|
Coordination; Integration
|
47
|
6.12
|
Delivery of Agreements
|
47
|
6.13
|
Press Releases
|
47
|
6.14
|
Exchange Offer
|
47
|
6.15
|
Preparation of Offering Circular
|
47
|
6.16
|
The Bank Merger
|
47
|
ARTICLE VII CONDITIONS PRECEDENT
|
48
|
|
7.1
|
Conditions to Each Party's Obligations
|
48
|
7.2
|
Conditions to Obligations of Buyer
|
48
|
7.3
|
Conditions to Obligations of Seller
|
50
|
ARTICLE VIII TERMINATION AND AMENDMENT
|
51
|
|
8.1
|
Termination
|
51
|
8.2
|
Effect of Termination
|
52
|
8.3
|
Fees and Expenses
|
52
|
8.4
|
Termination Fee.
|
52
|
8.5
|
Amendment
|
53
|
Definition
|
Page
|
Acceptable Confidentiality Agreement
|
45
|
Acquisition Proposal
|
46
|
Aggregate Merger Consideration
|
3
|
Agreement
|
1
|
Articles of Merger
|
2
|
Assumed Outstanding Seller Common Stock
|
3
|
Average Closing Price
|
3
|
Bank Merger
|
1
|
Bank Merger Certificates
|
6
|
Bank Plan of Merger
|
6
|
Buyer
|
1
|
Buyer Common Stock
|
2
|
Buyer Compensation and Benefit Plans
|
29
|
Buyer Consultants
|
28
|
Buyer Directors
|
28
|
Buyer Disclosure Schedule
|
24
|
Buyer Employees
|
28
|
Buyer ERISA Affiliate
|
29
|
Buyer ERISA Affiliate Plan
|
29
|
Buyer Pension Plan
|
29
|
Buyer's SEC Documents
|
26
|
Cancelled Shares
|
4
|
Certificate
|
3
|
Change in Recommendation
|
46
|
Claim
|
44
|
Closing
|
54
|
Closing Date
|
54
|
Code
|
1
|
Confidentiality Agreement
|
42
|
Covered Employees
|
43
|
Dissenting Shares
|
4
|
Division
|
11
|
DPC Common Shares
|
4
|
Effective Time
|
2
|
Enforceability Exception
|
11
|
Exchange Agent
|
6
|
Exchange Agent Agreement
|
6
|
Exchange Fund
|
6
|
Exchange Offer
|
3
|
FCB
|
1
|
FDIC
|
10
|
Federal Reserve Board
|
11
|
FHLB
|
10
|
Form S-4
|
12
|
GAAP
|
9
|
GBCLM
|
2
|
Governmental Entity
|
12
|
Insurance Amount
|
44
|
Intellectual Property
|
23
|
Letter of Transmittal
|
6
|
Loans
|
21
|
Material Adverse Effect
|
9
|
Measuring Date
|
3
|
Merger
|
1
|
Merger Sub
|
1
|
Mergers
|
1
|
Missouri Secretary of State
|
2
|
Nasdaq
|
3
|
Offering Circular
|
23
|
Officer's Agreement
|
1
|
Parties
|
1
|
Per Share Cash Consideration
|
3
|
Per Share Stock Consideration
|
3
|
Previously Disclosed
|
8, 24
|
Proxy Statement
|
11
|
Regulatory Authorities
|
13
|
Requisite Regulatory Approvals
|
50
|
SEC
|
11
|
Second Articles of Merger
|
5
|
Second Effective Time
|
5
|
Second Step Merger
|
1
|
Seller
|
1
|
Seller Articles
|
9
|
Seller Board Recommendation
|
42
|
Seller Bylaws
|
9
|
Seller Common Stock
|
2
|
Seller Compensation and Benefit Plans
|
15
|
Seller Confidential Information
|
45
|
Seller Consultants
|
15
|
Seller Contracts
|
15
|
Seller Directors
|
15
|
Seller Disclosure Schedule
|
8
|
Seller Employees
|
15
|
Seller ERISA Affiliate
|
16
|
Seller ERISA Affiliate Plan
|
16
|
Seller Financial Statements
|
12
|
Seller Indemnified Party
|
44
|
Seller Individuals
|
45
|
Seller Pension Plan
|
15
|
Seller Representatives
|
45
|
Seller Shareholder Approval
|
11
|
Seller Shareholder Meeting
|
42
|
Seller's Capital
|
3
|
Southern Bank
|
1
|
Subsidiary
|
9
|
Superior Proposal
|
46
|
Surviving Bank
|
5
|
Surviving Company
|
1
|
Surviving Corporation
|
1
|
Takeover Laws
|
18
|
Tax
|
19
|
Tax Return
|
19
|
Taxes
|
19
|
Termination Fee
|
53
|
Transaction Expenses
|
4
|
Trust Account Common Shares
|
4
|
Unduly Burdensome Condition
|
50
|
Voting Agreement
|
1
|
1.1
|
The Merger
.
|
1.2
|
Effective Time
. Subject to the terms and conditions of this Agreement, simultaneously with the Closing (as defined in
Section 9.1)
the Parties shall execute, and Buyer shall cause to be filed, to the extent required, with the Secretary of State of the State of Missouri (the "
Missouri Secretary of State
"), articles of merger as provided in the GBCLM (the "
Articles of Merger
"). The Merger shall become effective at such time as designated in the Articles of Merger (the "
Effective Time
").
|
1.3
|
Effects of the Merger
. At and after the Effective Time, the Merger shall have the effects set forth in the GBCLM.
|
1.4
|
Conversion of Stock
. At the Effective Time, by virtue of the Merger and without any action on the part of Seller, Buyer or the holders of any of the following securities:
|
(i)
|
Per Share Cash Consideration
: A cash amount equal to the quotient of (1) 50% of the
Aggregate Merger Consideration
(which shall be equal to 0.975 times Seller's Capital (defined below), subject to adjustment pursuant to Section 1.4 (c)), divided by (2) the number of shares of Seller Common Stock that will be issued and outstanding immediately prior to Closing assuming all minority stockholders of FCB exchange their shares of FCB common stock for shares of Seller Common Stock upon consummation of the offer and exchange of shares of Seller Common Stock to minority stockholders of FCB for their shares of common stock of FCB (the "
Exchange Offer
") (the "
Assumed Outstanding Seller Common Stock
") (the "
Per Share Cash Consideration
"); and
|
(ii)
|
Per Share Stock Consideration
:
The number of
shares of Buyer Common Stock equal to the quotient of (1) the Per Share Cash Consideration, divided by (2) the Average Closing Price;
|
1.5
|
Incorporation Documents and By-Laws of the Surviving Company
. At the Effective Time, the articles of incorporation of Merger Sub in effect immediately prior to the Effective Time shall be the articles of incorporation of the Surviving Company until thereafter amended in accordance with applicable law, and the by-laws of Merger Sub in effect immediately prior to the Effective Time shall be the by-laws of the Surviving Company until thereafter amended in accordance with applicable law and the terms of such by-laws.
|
1.6
|
Directors and Officers
. The directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors and officers of the Surviving Company and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.
|
1.7
|
Tax Consequences
. It is intended that the Mergers, taken together, shall qualify as a "reorganization" within the meaning of Section 368(a) of the Code, and that this Agreement is intended to be and is adopted as a "plan of reorganization" for the purposes of Sections 354 and 361 of the Code.
|
1.8
|
The Second Step Merger
. On the Closing Date and as soon as reasonably practicable following the Effective Time, in accordance with the GBCLM, Buyer shall cause the Surviving Company to be merged with and into Buyer in the Second Step Merger, with Buyer surviving the Second Step Merger and continuing its existence under the laws of the State of Missouri, and the separate corporate existence of the Surviving Company ceasing as of the Second Effective Time. In furtherance of the foregoing, Buyer shall cause to be filed with the Missouri Secretary of State, in accordance with the GBCLM, articles of merger ("
Second Articles of Merger
") relating to the Second Step Merger. The Second Step Merger shall become effective as of the date and time specified in the Second Articles of Merger (such date and time, the "
Second Effective Time
"). At and after the Second Effective Time, the Second Step Merger shall have the effects set forth in the applicable provisions of the GBCLM.
|
1.9
|
The Bank Merger
. At such time following the Second Step Merger as Buyer may determine in its sole discretion, Buyer intends to merge FCB with and into Southern Bank in accordance with the provisions of applicable banking laws and regulations and Southern Bank shall be the resulting institution or surviving bank (the "
Surviving Bank
"). The Bank Merger shall have the effects as set forth under applicable banking laws and regulations and the boards of directors of the Parties shall approve, and shall cause the boards of directors of FCB and Southern Bank, respectively, to approve, a separate combination agreement/plan of merger (the "
Bank Plan of Merger
") in substantially the form attached hereto as
Exhibit C
,
and cause the Bank Plan of Merger to be executed and delivered as soon as practicable following the date of execution of this Agreement. In addition, Seller shall cause FCB, and Buyer shall cause Southern Bank, to execute and file in accordance with applicable banking laws and regulations such articles of merger or combination, corporate resolutions, and/or other documents and certificates as are necessary to make the Bank Merger effective (the "
Bank Merger Certificates
").
|
3.7 |
Financial Reports; Absence of Certain Changes or Events
.
|
3.9 |
Regulatory Matters
.
|
3.10 |
Compliance with Laws
. Each of Seller and its Subsidiaries:
|
3.26 |
Material Interests of Certain Persons
.
|
4.2 |
Capitalization
.
|
4.10 |
Compliance with Laws
.
|
4.21 |
Loan Portfolio
.
|
6.1 |
Regulatory Matters
.
|
6.4 |
Reservation of Buyer Common Stock; Nasdaq Listing
.
|
6.7 |
No Solicitation
.
|
(i) |
the representations and warranties in Sections 3.2 (Capitalization) (other than inaccuracies that are de minimis in amount and effect), 3.7(c) and (d) (Financial Reports; Absence of Certain Changes or Events), 3.12 (Broker's Fees), and 3.15 (Seller Information) shall be true and
|
correct in all respects as of the date of this Agreement and as of the Effective Time as though made on and as of the Effective Time, except that representations and warranties that by their terms speak specifically as of the date of this Agreement or another date shall be true and correct as of such date;
|
(ii) |
the representations and warranties in Section 3.5 (Authority; No Violation) shall be true and correct in all material respects as of the date of this Agreement and as of the Effective Time as though made on and as of the Effective Time; and
|
(iii) |
no other representation or warranty of Seller shall be deemed untrue or incorrect as of the Effective Time as a consequence of events or circumstances arising after the date hereof that were not voluntary or intentional acts by or omissions of Seller or any of its Subsidiaries, unless such event or circumstance, individually or taken together with other facts, events or circumstances inconsistent with any representation or warranty of Seller has had or would reasonably be expected to result in a Material Adverse Effect on Seller;
|
(i) |
the representations and warranties in Sections 4.2 (Capitalization) (other than inaccuracies that are de minimis in amount and effect), 4.7(e) and (f) (Financial Reports and SEC Documents; Absence of Certain Changes) and 4.25 (Buyer Information) shall be true and correct in all respects as of the date of this Agreement and as of the Effective Time as though made on and as of the Effective Time, except that representations and warranties that by their terms speak specifically as of the date of this Agreement or another date shall be true and correct as of such date;
|
(ii) |
the representations and warranties in Section 4.5 (Corporate Authority) shall be true and correct in all material respects as of the date of this Agreement and as of the Effective Time as though made on and as of the Effective Time; and
|
(iii) |
no other representation or warranty of Buyer shall be deemed untrue or incorrect as of the Effective Time as a consequence of events or circumstances arising after the date hereof that were not voluntary or intentional acts by or omissions of Buyer or any of its Subsidiaries, unless such event or circumstance, individually or taken together with other facts, events or circumstances inconsistent with any representation or warranty of Buyer has had or would reasonably be expected to result in a Material Adverse Effect on Buyer;
|
8.4 |
Termination Fee
.
|
SOUTHERN MISSOURI BANCORP, INC.
|
|||
By:
|
/s/ Greg A. Steffens | ||
Name:
|
Greg A. Steffens
|
||
Title:
|
President and Chief Executive Officer
|
||
SOUTHERN MISSOURI ACQUISITION CORP. III
|
|||
By:
|
/s/ Greg A. Stefeens | ||
Name:
|
Greg A. Steffens
|
||
Title:
|
President
|
||
GIDEON BANCSHARES COMPANY
|
|||
By:
|
/s/ Rickey A. Stubbs | ||
Name:
|
Rickey A. Stubbs
|
||
Title:
|
Chairman and President
|
(a)
|
in favor of the approval of the Merger Agreement and Merger and any action required in furtherance thereof at any meeting of shareholders of Seller called to consider and vote on the Merger Agreement;
|
(b)
|
against any proposal made in opposition to or in competition with the consummation of the Merger, including, without limitation, any Acquisition Proposal (as defined in the Merger Agreement) at any meeting of shareholders called to consider and vote on the Merger Agreement; and
|
(c)
|
in favor of the Exchange Offer (as defined in the Merger Agreement).
|
Signature of Grantor
:
|
|||
(Signature)
|
|||
(Print Name)
|
|||
Date Signed: ________________________________
|
1 |
NTD: This addendum has been prepared for a specific type of trust and may need to be modified on a case-by-case basis, to the extent needed to deal with a different type of trust or estate.
|
(i) |
any material breach of this Agreement by the Bank, including without limitation any of the following: (A) a material diminution in the Officer's Base Salary, (B) a material diminution in the Officer's authority, duties or responsibilities as described in Section 2, or (C) a material diminution in the authority, duties or responsibilities of the supervisor to whom the Officer is required to report, or
|
(ii) |
any relocation of the Officer's primary work location outside of a 25-mile radius of Dexter, Missouri;
|
(i) |
Make any statement or perform any act or endeavor intended to advance his own personal interest or an interest of any existing or prospective competitor to the Employer in a way that will or may injure the Employer or is not in the best interest of the Employer, or solicit or encourage any other employee of the Employer to do any act that is disloyal to the Employer or inconsistent with the Employer's best interests or in violation of any provision of this Agreement;
|
SOUTHERN BANK
|
||
By:
|
||
Greg A. Steffens
|
||
President and Chief Executive Officer
|
||
OFFICER
|
||
By:
|
||
Brett Dorton
|
SOUTHERN BANK
|
|||
By:
|
|||
Greg A. Steffens, President and
|
|||
Chief Executive Officer
|
|||
FIRST COMMERCIAL BANK
|
|||
By:
|
|||
Rickey A. Stubbs, Chairman and President
|
(a)
|
Exhibits
|
|
Exhibit
Number
|
Description
|
|
Agreement and Plan of Merger, dated as of June 12, 2018, by and between Southern Missouri Bancorp
,
Inc. ("Southern Missouri"), Southern Missouri Acquisition Corp. III and Gideon Bancshares Company (included as Appendix A to the accompanying proxy statement/prospectus and incorporated herein by reference)
|
||
Articles of Incorporation of Southern Missouri (filed as an exhibit to Southern Missouri's Annual Report on Form 10-KSB for the fiscal year ended June 30, 1999 and incorporated herein by reference)
|
||
Amendment to Articles of Incorporation of Southern Missouri increasing the authorized capital stock of Southern Missouri (filed as an exhibit to Southern Missouri's Current Report on Form 8-K filed on November 21, 2016 and incorporated herein by reference)
|
||
Bylaws of Southern Missouri (filed as an exhibit to Southern Missouri's Current Report on Form 8-K filed on December 6, 2007 and incorporated herein by reference)
|
||
Opinion of Silver, Freedman, Taff & Tiernan LLP as to the legality of the securities being registered*
|
||
Opinion of Silver, Freedman, Taff & Tiernan LLP as to certain federal income tax matters
|
||
Opinion of Yewell G. Lawrence, Esquire as to certain federal income tax matters
|
||
Consent of BKD, LLP
|
||
Consent of Silver, Freedman, Taff & Tiernan LLP as to opinion re legality of securities being registered (included in the opinion filed as Exhibit 5.1)*
|
||
Consent of Silver, Freedman, Taff & Tiernan LLP as to opinion re certain federal income tax matters (included in the opinion filed as Exhibit 8.1)
|
||
Consent of Yewell G. Lawrence, Esquire as to opinion re certain federal income tax matters (included in the opinion filed as Exhibit 8.2)
|
||
Powers of Attorney (included as part of the signature page to this registration statement)*
|
||
Form of proxy card of Gideon Bancshares Company*
|
(b)
|
Financial Statement Schedules.
Not applicable.
|
|||
(c)
|
Reports, Opinions or Appraisals.
Not Applicable
.
|
|||
(a)
|
The undersigned registrant hereby undertakes:
|
SOUTHERN MISSOURI BANCORP, INC.
|
||
By:
|
/s/ Greg A. Steffens
|
|
Greg A. Steffens
|
||
President and Chief Executive Officer
|
||
(Duly Authorized Representative)
|
*
|
*
|
|
Rebecca McLane Brooks
|
Dennis C. Robison
|
|
Director
|
Director
|
|
Date: September 7, 2018
|
Date: September 7, 2018
|
|
*
|
*
|
|
Sammy A. Schalk
|
David J. Tooley
|
|
Director
|
Director
|
|
Date: September 7, 2018
|
Date: September 7, 2018
|
|
*
|
||
John R. Abercrombie
|
||
Director
|
||
Date: September 7, 2018
|
||
*
/s/ Matthew T. Funke
|
|
Matthew T. Funke, Attorney-in-Fact
|
1 Year Southern Missouri Bancorp Chart |
1 Month Southern Missouri Bancorp Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions