Southern States Bancshares, Inc. (NASDAQ: SSBK) (“Southern
States”), the holding company for Southern States Bank, and CBB
Bancorp (“CBB Bancorp”), the holding company for Century Bank of
Georgia (“Century Bank”), announced today the signing of a
definitive merger agreement under which Southern States would
acquire CBB Bancorp. Upon completion, Southern States expects to
merge CBB Bancorp with and into Southern States, with Southern
States as the surviving entity. Century Bank of Georgia would
similarly be merged with and into Southern States Bank with
Southern States Bank surviving. The transaction is expected to
close in the third quarter of 2024, subject to regulatory approval.
Upon completion of the transaction, Southern
States Bank is expected to have approximately $2.8 billion in
assets, $2.3 billion in deposits and $2.0 billion in loans. It
would have 15 full-service branches and two loan production offices
across Alabama and Georgia. Southern States Bank would have 48% of
its deposits located in Georgia, with increased presence in the
high-growth Atlanta metro market.
Southern States President and CEO Mark A.
Chambers said, “This compelling merger with Century Bank will
bolster our presence in Georgia and align perfectly with our
strategic plan of pursuing disciplined M&A in high growth
markets. We look forward to welcoming aboard Century
Bank’s proven leadership and talented team of associates
and helping them deliver an increased level of products and
services across their highly attractive footprint. We believe
Century Bank’s solid core deposit base and strong liquidity
position will further strengthen the combined bank’s balance sheet
and enhanced franchise value. Century Bank is a like-minded,
community oriented franchise with a team of well-respected bankers,
and we firmly believe that a partnership of our two companies will
create value for our combined customers, employees, and
stakeholders.”
Founded in 2000, Century Bank operates two
branches in the Northwest Georgia markets of Cartersville and
Rockmart. As of December 31, 2023, Century Bank had total assets of
approximately $310 million, total loans of $130 million, and total
deposits of $290 million. Century Bank has an attractive deposit
base with nearly 40% demand deposits and no brokered deposits as of
December 31, 2023. Century Bank boasts the #1 community bank
deposit market share in Bartow County, with an attractive 1.21%
average cost of deposits in the most recently reported quarter.
Richard E. Drews Jr., CEO of Century Bank of
Georgia, commented, “We are proud to be joining Southern States’
team and culture of prudent growth and exceptional customer
service. This partnership will allow the combined company to more
effectively capitalize on the economic momentum we see in in the
local communities of Georgia that we serve.”
Subject to the terms of the definitive merger
agreement, CBB Bancorp shareholders have the right to elect to
receive either 1.550 shares of Southern States common stock or
$45.63 in cash for each share of CBB Bancorp common stock they
hold. Shareholder elections for cash are subject to proration so
that no more than 10% of the Century Bank common shares outstanding
will receive the cash consideration. This exchange ratio is fixed,
which means that the transaction value will fluctuate as a result
of changes in the Southern States’ stock price. Based on Southern
States’ stock price of $24.24 as of February 27, 2024, the implied
value per share is $38.38 and aggregate transaction value is $27
million.
Keefe, Bruyette & Woods, Inc. served as
financial advisor to Southern States. Jones Walker LLP served as
legal counsel to Southern States. Performance Trust Capital
Partners served as financial advisor to Century Bank and rendered a
fairness opinion to its board of directors. Troutman Pepper
Hamilton Sanders LLP served as legal counsel to Century Bank.
Investor Presentation
A slide presentation providing additional
information regarding the Southern States’ proposed acquisition of
CBB Bancorp will be filed on a Current Report on Form 8-K and will
be available in the Investor Relations section of the Southern
States’ website.
About Southern States Bancshares,
Inc.
Headquartered in Anniston, Alabama, Southern
States is a bank holding company that operates primarily through
its wholly owned subsidiary, Southern States Bank. Southern States
Bank is a full service community banking institution, which offers
an array of deposit, loan and other banking-related products and
services to businesses and individuals in its communities. The Bank
operates 13 branches in Alabama and Georgia and two loan production
offices in Atlanta.
About CBB Bancorp
Headquartered in Cartersville, Georgia, CBB
Bancorp is a bank holding company that operates primarily through
its wholly owned subsidiary, Century Bank of Georgia. Century Bank
is a full service locally owned and operated financial institution,
which offers an array of deposit, loan and other banking-related
products and services to businesses and individuals in its
communities. Century Bank operates a branch in Cartersville,
Georgia and one in Rockmart, Georgia. For more information, please
visit www.centurybanknet.com.
Important Information and Where to Find
It
This press release 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 with respect to the proposed
acquisition by Southern States of CBB Bancorp. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act of 1933, as amended, and no
offer to sell or solicitation of an offer to buy shall be made in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
In connection with the proposed transaction,
Southern States will file with the SEC a Registration Statement on
Form S-4 that will include a proxy statement of CBB Bancorp and a
prospectus of Southern States (the “Proxy Statement/Prospectus”),
and Southern States may file with the SEC other relevant documents
concerning the proposed Merger. The definitive Proxy
Statement/Prospectus will be mailed to shareholders of CBB Bancorp.
SHAREHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE
PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BY SOUTHERN STATES, AS
WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SOUTHERN STATES, CBB
BANCORP, AND THE PROPOSED TRANSACTION.
Free copies of the Proxy Statement/Prospectus,
as well as other filings containing information about Southern
States, may be obtained at the SEC’s website (http://www.sec.gov)
when they are filed by Southern States. You will also be able to
obtain these documents, when they are filed, free of charge, from
Southern States at https://ir.southernstatesbank.net/ under the
heading “Financials & Filings.” Copies of the Proxy
Statement/Prospectus can also be obtained, when it becomes
available, free of charge, by directing a request to Southern
States, Lynn Joyce at 100 Office Park Drive, Birmingham, Alabama
35223, telephone 205-820-8065, or by directing a request to CBB
Bancorp, Richard E. Drews Jr. at 215 East Main Street Cartersville,
Georgia 30120, telephone 770-387-1922.
Participants in the
Solicitation
This press release is not a solicitation of a
proxy from any security holder of Southern States or CBB Bancorp.
However, Southern States or CBB Bancorp and certain of their
respective directors and executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders
of CBB Bancorp in respect of the proposed Merger. Information about
Southern States’ directors and executive officers is available in
its Annual Report on Form 10-K for the year ended December 31,
2022, which was filed with the SEC on March 14, 2023 and other
documents filed by Southern States with the SEC. Information
regarding the persons who may, under the rules of the SEC, be
deemed 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/Prospectus and
other relevant materials to be filed with the SEC when they become
available. Free copies of this document may be obtained as
described in the preceding paragraph.
Forward-Looking Statements
This press release contains estimates, predictions, opinions,
projections and other “forward-looking statements” as that phrase
is defined in the Private Securities Litigation Reform Act of 1995.
Such statements include, without limitation, statements relating to
the impact Southern States and CBB Bancorp expect the Merger to
have on the combined entities operations, financial condition, and
financial results, and Southern States’ expectations about its
ability to successfully integrate the combined businesses and the
amount of cost savings and other benefits Southern States expects
to realize as a result of the Merger. Forward-looking statements
also include, without limitation, predictions or expectations of
future business or financial performance as well as its goals and
objectives for future operations, financial and business trends,
business prospects, and management’s outlook or expectations for
earnings, revenues, expenses, capital levels, liquidity levels,
asset quality or other future financial or business performance,
strategies or expectations, and are subject to risks and
uncertainties. These statements often, but not always, are preceded
by, are followed by or otherwise include the words such as “may,”
“can,” “should,” “could,” “to be,” “predict,” “potential,”
“believe,” “will likely result,” “expect,” “continue,” “will,”
“likely,” “anticipate,” “seek,” “estimate,” “intend,” “plan,”
“target,” “project,” “would” and “outlook,” or the negative version
of those words or other similar words or phrases of a future or
forward-looking nature. These forward-looking statements are not
historical facts, and are based on current expectations, estimates
and projections about the banking industry, management’s beliefs
and certain assumptions made by management, many of which, by their
nature, are inherently uncertain and beyond our control. This may
be especially true given recent events and trends in the banking
industry and interest rate volatility. Although Southern States and
CBB Bancorp believe that the expectations reflected in such
forward-looking statements are reasonable as of the dates made,
they cannot give any assurance that such expectations will prove
correct and actual results may prove to be materially different
from the results expressed or implied by the forward-looking
statements. Such risks and uncertainties include, but are not
limited to, the possibility that the proposed Merger does not close
when expected or at all because required regulatory, shareholder or
other approvals and other conditions to closing are not received or
satisfied on a timely basis or at all; the delay in or failure to
close for any other reason; the outcome of any legal proceedings
that may be instituted against Southern States or CBB Bancorp; the
occurrence of any event, change or other circumstance that could
give rise to the right of one or both parties to terminate the
Agreement; the risk that the businesses of Southern States and CBB
Bancorp will not be integrated successfully; the possibility that
the cost savings and any synergies or other anticipated benefits
from the proposed Merger may not be fully realized or may take
longer to realize than expected; disruption from the proposed
Merger making it more difficult to maintain relationships with
employees, customers or other parties with whom Southern States or
CBB Bancorp have business relationships; diversion of management
time on Merger-related issues; risks relating to the potential
dilutive effect of the shares of Southern States common stock to be
issued in the proposed Merger; the reaction to the proposed Merger
of the companies’ customers, employees and counterparties; and
other factors, many of which are beyond the control of Southern
States and CBB Bancorp. For additional information, refer to the
“Risk Factors” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” sections of Southern
States’ Annual Report on Form 10-K for the year ended December 31,
2022 and any updates to those risk factors set forth in Southern
States’ Quarterly Reports on Form 10-Q, Current Reports on Form 8-K
and other filings, which have been filed by Southern States with
the SEC and are available on the SEC’s website at www.sec.gov. You
should not place undue reliance on any such forward-looking
statements. All forward-looking statements, expressed or implied,
included herein are expressly qualified in their entirety by the
cautionary statements contained or referred to herein. Any
forward-looking statement speaks only as of the date on which it is
made, and we do not undertake any obligation to publicly update or
revise any forward-looking statement, whether written or oral, and
whether as a result of new information, future developments or
otherwise, except as specifically required by law.
Contact Information
Lynn Joyce(205) 820-8065ljoyce@ssbank.bank
Southern States Bancshares (NASDAQ:SSBK)
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