Simmons First National Corporation (NASDAQ:SFNC)
(“
Simmons” or “
Company”) and
Southwest Bancorp, Inc. (NASDAQ:OKSB) (“
SBI”)
announced today that they have entered into a definitive agreement
and plan of merger (“
Agreement”) under which
Simmons will acquire all of the outstanding common stock of SBI in
a transaction valued at approximately $564.4 million (based on the
Company’s common stock closing price as of December 13,
2016). SBI is headquartered in Stillwater, Oklahoma, and is
the parent company of its wholly-owned bank subsidiary, Bank SNB
(“
SNB”).
“We are excited to welcome the customers and associates of Bank
SNB to the Simmons family. This transaction provides Simmons
with an incredible opportunity to enter new markets in new states –
Oklahoma, Colorado, and Texas – and grow our operations in Kansas,”
said George A. Makris, Jr., Simmons’ Chairman and CEO. “The
leadership of Bank SNB, quarterbacked by Mark Funke, has been
dedicated to building a brand known for excellence in customer
service. They’ve been highly successful, and we look forward
to their continued involvement in the combined organization.
Mark will be the President of the new Southwest Division of Simmons
Bank and will be responsible for the banking operations in
Oklahoma, Texas, Colorado, and Kansas.”
SBI’s Financial Highlights (as of September 30, 2016):
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* Assets: |
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$2.47 billion |
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* Loans: |
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$1.87 billion |
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* Deposits: |
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$1.95 billion |
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* Branches: |
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31 |
“We at Southwest Bancorp are thrilled about the merger of our
company with Simmons,” said Mark Funke, SBI’s President and
CEO. “After much consideration of our strategic options, it
became clear that partnering with Simmons – a premier financial
institution that still appreciates the advantages of the community
banking model – presents the best long-term opportunity for our
associates, customers, and shareholders alike. We’re eager to
experience all the benefits of the combined franchises.”
Under the terms of the Agreement, each outstanding share of
common stock and equivalents of SBI will be converted into the
right to receive 0.3903 shares of the Company’s common stock and
$5.11 in cash, all subject to certain conditions and potential
adjustments. Completion of the transaction is expected in the
third quarter of 2017 and is subject to certain closing conditions,
including approval by the shareholders of both SBI and the Company,
as well as customary regulatory approvals. After closing, SNB
is expected to continue operations as a separate bank subsidiary of
Simmons for an interim period until it is merged into Simmons
Bank.
Simmons was advised by Stephens Inc. SBI was advised by
Keefe, Bruyette & Woods, Inc., a Stifel company.
About Simmons First National
Corporation
Simmons is a financial holding company,
headquartered in Pine Bluff, Ark., with total assets of
approximately $8.2 billion conducting financial operations
throughout Arkansas, Kansas, Missouri and Tennessee. The Company,
through its subsidiaries, offers comprehensive financial solutions
delivered with a client-centric approach. The Company’s common
stock trades on the NASDAQ Global Select Market under the symbol
“SFNC.”
About Southwest Bancorp,
Inc.
SBI is the holding company for Bank SNB, an
Oklahoma state banking corporation. Through Bank SNB, SBI
offers commercial and consumer lending, deposit and investment
services, specialized cash management, and other financial services
from offices in Oklahoma, Texas, Kansas, and Colorado, and on the
Internet, through Bank SNB DirectBanker®. Southwest’s common
stock is traded on the NASDAQ Global Select Market under the symbol
“OKSB.”
Conference Call
Simmons’ management will conduct a conference
call to review this information beginning at 12:00 p.m. Central
Time on December 15, 2016. Interested persons can listen to this
call by dialing toll-free (866) 298-7926 (United States and Canada
only) and asking for the Simmons First National Corporation
conference call, conference ID 38982350. In addition, the call will
be available live or in recorded version on the Company's website
at www.simmonsbank.com.
Additional information regarding the acquisition is
provided in a supplemental presentation available under the
"Investor Relations" section on the Company's website at
www.simmonsbank.com.
Forward Looking Statements
Statements in this press release that are not
historical facts should be considered forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements of this type speak only
as of the date of this news release. By nature,
forward-looking statements involve inherent risk and uncertainties.
Various factors, including, but not limited to, economic
conditions, credit quality, interest rates, loan demand and changes
in the assumptions used in making the forward-looking statements,
could cause actual results to differ materially from those
contemplated by the forward-looking statements.
Forward-looking statements regarding the SBI acquisition are
based on currently available information. Actual results
could differ materially after the consummation of this acquisition.
Additional information on factors that might affect Simmons
First National Corporation’s or Southwest Bancorp, Inc.’s financial
results is included in their respective Form 10-K filings with the
Securities and Exchange Commission.
This communication shall not constitute an offer to
sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval. In connection with this
proposed transaction, the Company will file a registration
statement on Form S-4 that will include a joint proxy statement of
SBI and the Company and a prospectus of the Company, as well as
other relevant documents concerning the proposed transactions with
the SEC. Investors and security holders are urged to read the
registration statement and the joint proxy statement/prospectus and
any other relevant documents filed with the SEC when they become
available. These materials may be obtained free of charge at the
SEC’s website at www.sec.gov; from the Company by directing
such request to: Investor Relations, Simmons First National
Corporation, 501 Main Street, P.O. Box 7009, Pine Bluff, AR
71611-7009 or from the Company’s Investor Relations page on its
corporate website at www.simmonsbank.com; or from SBI by directing
such requests to: Southwest Bancorp, Inc., 608 South Main Street,
Stillwater, OK 74074, Attention: Joe Shockley, CFO or Rusty
LaForge, EVP, General Counsel & Investor Relations, Telephone:
(405) 742-1800.
The Company, SBI, and certain of their respective
directors and executive officers may be deemed to be participants
in the solicitation of proxies from the shareholders of the Company
and SBI, respectively, in connection with the proposed merger.
Information about the directors and executive officers of the
Company and SBI, and their respective ownership of the Company’s
common stock and SBI’s common stock is set forth in the proxy
statement for the Company’s 2016 annual meeting of shareholders, as
filed with the SEC on Schedule 14A on March 14, 2016, and in the
proxy statement for SBI’s 2016 annual meeting of shareholders, as
filed with the SEC on Schedule 14A on March 7, 2016. Additional
information regarding the interests of those participants and other
persons who may be deemed participants in the transaction may be
obtained by reading the joint proxy statement/prospectus regarding
the proposed merger when it becomes available. Free copies of this
document may be obtained as described in the preceding
paragraph.
FOR MORE INFORMATION CONTACT:
J. BURTON HICKS
SVP and Investor Relations Officer
Simmons First National Corporation
(870) 541-1000
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