FB Financial Corporation Announces Receipt of All Regulatory Approvals for Clayton Banks Acquisition and Meeting Date for Special Meeting
NASHVILLE, Tenn.–(BUSINESS WIRE)– FB Financial Corporation (the “Company”) (NYSE: FBK), holding company of FirstBank, announced today that all regulatory approvals have been received with respect to FirstBank’s proposed acquisition of Clayton Bank and Trust and American City Bank collectively, the “Clayton Banks” from Clayton HC, Inc. “Clayton HC.”
Christopher T. Holmes, FB Financial’s President and CEO stated, “We are excited to have received all necessary regulatory approvals for our pending acquisition of the Clayton Banks which we expect to close at the end of the month. The cultures of the banks have complemented each other even better than we expected. Both the Clayton and FirstBank teams have been working hard to ensure a smooth integration of the companies.”
The Company also announced that it intends to hold its special shareholder meeting on July 28, 2017 to approve the issuance of the stock consideration to Clayton HC as partial consideration for the acquisition of the Clayton Banks.
The acquisition is expected to close on or about July 31, 2017, subject to approval by the Company’s shareholders and the satisfaction of other customary closing conditions contained in the Stock Purchase Agreement, as amended.
ABOUT THE CLAYTON BANKS
Clayton Bank is headquartered in Knoxville, Tennessee and has assets of approximately $885 million. The bank has 13 branches across its markets in Knoxville, Jackson, Oakland, Covington, Henderson, Lexington, Friendship and Cookeville, Tennessee.
American City Bank is headquartered in Tullahoma, Tennessee and has assets of approximately $314 million. It operates five branches in Tullahoma, Manchester, Lynchburg and Decherd, Tennessee.
ABOUT FB FINANCIAL CORPORATION
FB Financial Corporation (NYSE: FBK) is a bank holding company headquartered in Nashville, Tennessee. FB Financial operates through its wholly owned banking subsidiary, FirstBank, the third largest Tennessee-headquartered bank, with 45 full-service bank branches across Tennessee, North Alabama and North Georgia, and a national mortgage business with offices across the Southeast. FirstBank serves five of the largest metropolitan markets in Tennessee and has approximately $3.2 billion in total assets.
This news release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. You can identify these forward-looking statements in some cases through the Company’s use of words such as “believes,” “anticipates,” “expects,” “may,” “will,” “assumes,” “should,” “predicts,” “could,” “would,” “intends,” “targets,” “estimates,” “projects,” “plans,” “potential” and other similar words and expressions of the future or otherwise regarding the Company’s future business and financial performance and/or the performance of the banking and mortgage industry and economy in general and the Clayton Banks acquisition, the timing, anticipated benefits and financial impact thereof, and the closing of the Clayton Banks acquisition.
These forward-looking statements include, without limitation, statements relating to the anticipated benefits, financial impact and closing of the Clayton Banks acquisition, including, the anticipated timing of the closing of the Clayton Banks acquisition, any expected accretion to the Company’s earnings per share or tangible book value resulting from the Clayton Banks acquisition, acceptance by the customers of the Clayton Banks the Company’s products and services, the opportunities to enhance market share in certain markets, market acceptance of the Company generally in new markets, expectations regarding future investment in the Clayton Banks’ markets and the integration of the Clayton Banks’ operations. Forward-looking statements are based on the information known to, and current beliefs and expectations of, the Company’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by such forward-looking statements. A number of important factors could cause actual results to differ materially from those contemplated by the forward-looking statements in this presentation including, without limitation, the parties’ ability to consummate the Clayton Banks acquisition or satisfy the conditions to the completion of the Clayton Banks acquisitions, including the approval by the Company’s shareholders of the issuance of the stock consideration; the parties’ ability to meet expectations regarding the timing and completion and accounting and tax treatment of the Clayton Banks acquisition; the possibility that any of the anticipated benefits of the proposed Clayton Banks acquisition will not be fully realized or will not be realized within the expected time period; the risk that integration of the Clayton Banks’ operations with those of the Company will be materially delayed or will be more costly or difficult than expected; the failure of the Clayton Banks acquisition to close for any other reason; the effect of the announcement of the Clayton Banks acquisition on employee and customer relationships and operating results (including, without limitation, difficulties in maintaining relationships with employees and customers); dilution caused by the Company’s issuance of additional shares of its common stock in connection with the Clayton Banks acquisition; the possibility that the Clayton Banks acquisition may be more expensive to complete than anticipated, including as a result of unexpected factors or events; general competitive, economic, political and market conditions and fluctuations; and the other risks and factors set forth in the Company’s December 31, 2016 Form 10-K, filed with the SEC on March 31, 2017, under the captions “Cautionary note regarding forward-looking statements” and “Risk factors.” Many of these factors are difficult to foresee and are beyond the Company’s ability to control or predict. The Company presently believes the forward-looking statements contained herein are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations and speak only as of the date that they are made. The Company does not assume any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as otherwise may be required by law.
Additional Information and Participants in Solicitation
This news release is for informational purposes only and does not constitute a solicitation of any vote or approval with respect to the Clayton Banks acquisition. The issuance of the stock consideration in connection with the Clayton Banks acquisition will be submitted to the shareholders of the Company for their consideration. The Company has filed with the SEC a preliminary proxy statement on June 23, 2017 and will deliver the final proxy statement to its shareholders as required by applicable law. The Company may also file other documents with the SEC regarding the proposed transaction. This news release is not a substitute for any proxy statement or any other document which the Company may file with the SEC in connection with the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and shareholders will be able to obtain free copies of the proxy statement and other documents containing important information about the Company and the proposed transaction, once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov. The Company makes available free of charge at www.firstbankonline.com (in the “Investor Relations” section of such website) copies of the materials it files with, or furnishes to, the SEC.
The Company and certain of its directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of the Company in connection with the proposed acquisition. Information about the directors and executive officers of the Company is set forth in the Company’s proxy statement for its 2017 annual meeting of shareholders. Such proxy statement can be obtained free of charge from the sources indicated above. Other information regarding those persons who are, under the rules of the SEC, participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available.
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