Blog: SOUTHERN MISSOURI BANCORP, INC. : Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 1.01. Entry into a Material Definitive Agreement

On September 20, 2022, Southern Missouri Bancorp, Inc., Poplar Bluff, Missouri
(“Southern Missouri” or the “Company”), entered into an Agreement and Plan of
Merger (the “Merger Agreement”) with Citizens Bancshares, Co., Kansas City,
Missouri (“Citizens”). The Merger Agreement provides that, upon the terms and
subject to the conditions set forth therein, Citizens will merge with and into
the Company, with the Company as the surviving corporation (the “Merger”).
Immediately after the effective time of the Merger (the “Effective Time”), the
Company intends to merge Citizens Bank and Trust Company, a wholly owned
subsidiary of Citizens, with and into Southern Bank, a wholly owned subsidiary
of the Company, with Southern Bank as the surviving institution (the “Bank
Merger”). The Merger Agreement was approved and adopted by the Board of
Directors of each of the Company and Citizens. The Merger is expected to be
completed in the first calendar quarter of 2023, subject to customary closing
conditions discussed below.

Under the terms of the Merger Agreement, unanimously approved by the boards of
both entities and assuming no change in the number of issued and outstanding
shares of Citizens common stock, Citizens’ shareholders are projected to receive
either a fixed exchange ratio of 1.1448 shares of Southern Missouri common stock
or a cash payment of $53.50 for each Citizens’ share, at the election of the
shareholders, subject to adjustment based on Citizens’ capital and the total
outstanding shares of Citizens at closing. Based on Southern Missouri’s $52.53
average closing price over the 20-day trading period ended September 19, 2022,
the transaction’s value is approximately $140.0 million, with merger
consideration comprised of stock and cash at a 75:25 ratio. Upon consummation of
the Merger, the shareholders of Citizens will own approximately 18% of the
combined company. Prior to the Effective Time, each option to purchase shares of
Citizens Common Stock (each, a “Citizens Option”), whether vested or unvested,
will be cancelled and converted into the right to receive an amount in cash
(subject to withholding as provided in the Merger Agreement) equal to the
product of (x) $53.50 minus (y) the exercise price per share of the Citizens
Option.

The Merger Agreement contains customary representations and warranties from both
the Company and Citizens, and each party has agreed to customary covenants,
including, among others, covenants relating to (1) the conduct of its business
during the interim period between the execution of the Merger Agreement and the
Effective Time, including, in the case of Citizens, specific forbearances with
respect to its business activities, (2) the obligation of the Company to call a
special meeting of its shareholders to approve the issuance of Company Common
Stock in the Merger, (3) the obligation of Citizens to call a special meeting of
its shareholders to approve the Merger Agreement (the “Citizens Shareholder
Meeting”), and, subject to certain exceptions, to recommend that its
shareholders approve the Merger Agreement, and (4) Citizens’ non-solicitation
obligations relating to alternative acquisition proposals.

The completion of the Merger is subject to customary conditions, including
approval of the Merger Agreement by Citizen’s shareholders, approval of the
issuance of the shares in the Merger by Company shareholders and the receipt of
required regulatory approvals. The Merger currently is anticipated to be
completed in the first quarter of calendar 2023.

The Merger Agreement provides certain termination rights for both Southern
Missouri and Citizens and further provides that a fee of $5.5 million will be
payable by Citizens upon termination of the Merger Agreement under certain
circumstances as specified therein. Certain shareholders including board members
and executive officers of Citizens have each executed a voting agreement
pursuant to which they have agreed to vote their shares of Citizens’ common
stock in favor of the Merger Agreement. Certain directors and executive officers
of the Company have each executed a voting agreement pursuant to which they have
agreed to vote their shares of Southern Missouri common stock in favor of the
issuance of the shares in the Merger.

Pursuant to the Merger Agreement, the Company will appoint as a director one
individual who had served as a director of Citizens as of the date of the Merger
Agreement for a term to expire at the 2025 annual meeting. The Company has not
determined who will be appointed at this time.

The foregoing description of the Merger Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Merger Agreement, which is attached to this Current Report on Form 8-K as
Exhibit 2.1 and is incorporated herein by reference. The Merger Agreement should
not be read alone, but should instead be read in conjunction with the other
information regarding the Company or Citizens, their respective affiliates or
their respective businesses that will be contained in, or incorporated by
reference into, the Registration Statement on Form S-4 that will include a joint
proxy statement of the Company and Citizens and a prospectus of the Company as
well as in other public filings the Company makes with the Securities and
Exchange Commission (“SEC”).

The Merger Agreement has been included to provide investors with information
regarding its terms. It is not intended to provide any other factual information
about the Company, Citizens or their respective subsidiaries or affiliates. The
representations, warranties and covenants contained in the Merger Agreement were
made only for purposes of the Merger Agreement and as of specific dates, were
solely for the benefit of the parties to the Merger Agreement, may be subject to
limitations agreed upon by the contracting parties, including being qualified by
confidential disclosures made for the purposes of allocating contractual risk
between the parties to the Merger Agreement instead of establishing these
matters as facts, and may be subject to standards of materiality applicable to
the contracting parties that differ from those applicable to investors.
Investors are not third-party beneficiaries under the Merger Agreement and
should not rely on the representations, warranties and covenants or any
descriptions thereof as characterizations of the actual state of facts or
condition of the parties thereto or any of their respective subsidiaries or
affiliates. Moreover, information concerning the subject matter of
representations and warranties may change after the date of the Merger
Agreement, which subsequent information may or may not be fully reflected in the
Company’s public disclosures.

Item 7.01. Regulation FD Disclosure

On September 20, 2022, the Company and Citizens issued a joint press release
announcing the execution of the Merger Agreement. A copy of the press release is
attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated
herein by reference. In addition, the Company has prepared an investor
presentation regarding the transactions contemplated by the Merger Agreement,
which it expects to use in connection with presentations to analysts and
investors. The presentation is attached to this Current Report on Form 8-K as
Exhibit 99.2 and is incorporated herein by reference.

The information in this Current Report on Form 8-K is furnished pursuant to Item
7.01 and shall not be deemed “filed” for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”). It may only be
incorporated by reference in another filing under the Exchange Act or the
Securities Act of 1933, as amended, if such subsequent filing specifically
references the information furnished pursuant to Item 7.01 of this Current
Report on Form 8-K.

Note Regarding Forward-Looking Statements.

This report may contain “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995 regarding Southern Missouri.
Forward-looking statements often include the words “believes,” “expects,”
“anticipates,” “estimates,” “forecasts,” “intends,” “plans,” “targets,”
“potentially,” “probably,” “projects,” “outlook” or similar expressions or
future or conditional verbs such as “may,” “will,” “should,” “would” and
“could.” These forward-looking statements are subject to known and unknown
risks, uncertainties and other factors that could cause the actual results to
differ materially from the forward-looking statements, including, without
limitation, the following: the requisite regulatory and shareholder approvals
for the Company’s acquisition of Citizens Bancshares Co. which is the 100% owner
of Citizens Bank and Trust Company might not be obtained or other conditions to
completion of the transaction might not be satisfied or waived; expected cost
savings, synergies and other benefits from the Company’s merger and acquisition
activities, including the acquisition of Citizens and the Company’s other
recently completed acquisition, 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 the
Company conducts operations including unemployment levels and labor shortages;
fluctuations in interest rates and inflation, including the effects of a
potential recession or slowed economic growth caused by changes in oil prices or
supply chain disruptions; monetary and fiscal policies of the Board of Governors
of the Federal Reserve System 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 Company’s ability to access cost-effective
funding; the timely development of and acceptance of the Company’s 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 markets, as well as agricultural business conditions;
demand for loans and deposits in the Company’s market area; legislative or
regulatory changes that adversely affect the Company’s business; changes in
accounting principles, policies or guidelines; results of examinations of the
Company by its regulators, including the possibility that such regulators may,
among other things, require the Company to increase its reserve for loan losses
or to write-down assets; the impact of technological changes; and the Company’s
success at managing the risks involved in the foregoing. Any forward-looking
statements are based upon management’s beliefs and assumptions at the time they
are made.

Additional factors which could affect the forward- looking statements can be
found in the cautionary language included under the headings “Risk Factors” and
“Forward-Looking Statements” in the Company’s Annual Report on Form 10-K filed
with the SEC for the year ended June 30, 2022, and other documents subsequently
filed by the Company with the SEC.

You should not place undue reliance on forward-looking statements and Southern
Missouri and Citizens undertake no obligation to update or revise any such
statements to reflect circumstances or events that occur after the date on which
the forward-looking statement is made, whether as a result of new information,
future events or otherwise.

Additional Information about the Merger and Where to Find It.

In connection with the Merger, the Company will file with the SEC a registration
statement on Form S-4 that will include a joint proxy statement of Southern
Missouri and Citizens and a prospectus of Southern Missouri, as well as other
relevant documents concerning the proposed transaction. This communication does
not constitute an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of any vote or approval. WE URGE INVESTORS AND
SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE JOINT PROXY
STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND
ANY OTHER RELEVANT DOCUMENTS WHEN FILED WITH THE SEC IN CONNECTION WITH THE
PROPOSED MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
COMPANY, CITIZENS AND THE PROPOSED MERGER. The joint proxy statement/prospectus
will be sent to the shareholders of Citizens and Southern Missouri seeking the
required shareholder approvals. Investors and security holders will be able to
obtain free copies of the registration statement on Form S-4 and the related
joint proxy statement/prospectus, when filed, as well as other documents filed
with the SEC by the Company through the web site maintained by the SEC at
http://www.sec.gov. These documents, when available, also can be obtained free of
charge by accessing the Company’s website at https://ift.tt/CMUpFTy under the
tab “Investor Information” and then under “Documents”. Alternatively, these
documents, when filed with the SEC by the Company, can be obtained free of
charge by directing a written request to either Southern Missouri Bancorp, Inc.,
2991 Oak Grove Road, Poplar Bluff, Missouri, 63901, Attn: Lorna Brannum or by
calling (573) 778-1800, or to Citizens Bancshares Co., 2041 Commerce Drive,
Kearney, Missouri 64060, Attn: Robert G. Wright, or by calling (816) 459-4024.

Participants in this Transaction.

The Company, Citizens and certain of their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies from
the shareholders of Southern Missouri and Citizens in connection with the
proposed transaction. Information about the Company’s participants may be found
in the definitive proxy statement of the Company filed with the SEC on September
22, 2021, and information about Citizens’ participants and additional
information regarding the interests of these participants will be included in
the joint proxy statement/prospectus regarding the proposed transaction when it
becomes available. The definitive proxy statement can be obtained free of charge
from the sources described above.


Item 9.01.     Financial Statements and Exhibits

(d)Exhibits

Exhibit No.Exhibit

          Agreement and Plan of Merger by and among Southern Missouri Bancorp,
  2.1   Inc., Southern Missouri Acquisition VI Corp, and Citizens Bancshares Co.
        Dated as of September 20, 2022.*


  99.1     Investor Presentation dated September 20, 2022.


  99.2     Press Release dated September 20, 2022.

104 Cover Page Interactive Data File – the cover page XBRL tags are embedded

within the Inline XBRL document

*Schedules and similar attachments have been omitted pursuant to Item 601(b)(2)
of Regulation S-K. The registrant will furnish supplementally a copy of any
omitted schedules or similar attachment to the SEC upon request.

© Edgar Online, source Glimpses

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