SmartFinancial and Tennessee Bancshares announce merger agreement
SmartFinancial, parent company of SmartBank, and Tennessee Bancshares, parent company of Southern Community Bank, jointly announced the signing of a definitive merger agreement pursuant to which SmartFinancial will acquire Tennessee Bancshares followed by Southern Community merging into SmartBank. Upon completion of the transaction, the combined company is expected to have assets of approximately $2.0B. The acquisition is subject to customary closing conditions, including the approval of Tennessee Bancshares' shareholders and the receipt of all necessary regulatory approvals, and is expected to be completed in the Q2 of FY18. Under the terms of the merger agreement, shareholders of Tennessee Bancshares will receive 0.8065 shares of SmartFinancial common stock for each share of Tennessee Bancshares common stock, which equates to an aggregate announced transaction value of approximately $31.8M based on the closing price for SmartFinancial's common stock of $21.79 on December 11. Additionally, subject to the satisfaction of certain conditions, the merger agreement provides that Tennessee Bancshares may pay, immediately prior to the closing of the transaction, a one-time special cash dividend of up to 70c per share on the Tennessee Bancshares common stock, or up to approximately $1.27M in the aggregate, based on 1,809,282 shares of Tennessee Bancshares common stock outstanding as of December 11.