First Bancshares to acquire FPB Financial
The First Bancshares, Inc., holding company for The First, A National Banking Association, announced today the signing of an Agreement and Plan of Merger with FPB Financial Corp., parent company of Florida Parishes Bank, pursuant to which First Bancshares has agreed to acquire FPB. Under the terms of the Agreement and Plan of Merger, FPB will be merged with and into First Bancshares. Upon consummation of the Merger, each FPB shareholder will receive 0.83 shares of First Bancshares' common stock in exchange for each share of FPB stock, provided that the Exchange Ratio is subject to adjustment in accordance with the terms of the Merger Agreement in the event that the average closing price of a share of the Company's common stock on the NASDAQ Global Select Market over the ten trading days ending five business days immediately prior to the closing date of the Merger is either less than $34.61 or greater than $43.39. The aggregate Merger Consideration is valued at approximately $86.1 million, based on 2,703,943 shares of FPB common stock outstanding, 198,275 in-the-money warrants to purchase shares of FPB common stock, and FBMS' closing price of $37.14 per share as of November 5, 2018. The Agreement and Plan of Merger has been approved by the Boards of Directors of First Bancshares and FPB. The closing of the transaction, which is expected to occur in the first quarter of 2019, is subject to customary conditions, including regulatory approval and approval by the shareholders of FPB. Upon completion of the transaction, the combined company, including First Bancshares' acquisition of FMB Banking Corporation which closed on October 31, 2018, will have approximately $3.4 billion in total assets, $2.8 billion in total deposits and $2.3 billion in total loans. The Company will have 74 locations in Mississippi, Louisiana, Alabama, Florida, and Georgia.