PHILADELPHIA, Miss. & BILOXI, Miss.--(BUSINESS WIRE)--May 21, 2019--
Citizens Holding Company (“Citizens”) (Nasdaq: CIZN), the parent company
of The Citizens Bank of Philadelphia (“Citizens Bank”) announced today
the signing of a definitive merger agreement to acquire Charter Bank,
(“Charter”). Upon completion of the merger, Charter will merge into
Based upon financial data as of March 31, 2019, the combined company
will have approximately $1.2 billion in assets, deposits of $989
million, and gross loans of $569 million. The merger is expected to
close in the fourth quarter of 2019, pending customary closing
conditions, including receipt of required regulatory approvals and the
approval by the shareholders of Charter.
Subject to the terms of the merger agreement, Charter shareholders will
receive 0.39417 shares of Citizens’ common stock and $3.615 in cash for
each outstanding share of Charter common stock. Based on Citizens’
closing price of $20.90 as of May 20, 2019, this equates to a per share
value of $11.85 and an aggregate deal value of $20.0 million.
At March 31, 2019, Charter had approximately $161 million in total
assets, $134 million in deposits and $110 million in gross loans.
Charter operates four branches in the counties of Harrison and Jackson,
Mississippi. The combination expands Citizens’ presence in its southern
markets, creating the 10th largest bank by deposits in the
combined counties of Hancock, Harrison and Jackson, otherwise known as
the Mississippi Gulf Coast.
Upon completion of the merger, Gregory E. Cronin, Chief Executive
Officer of Charter, will serve in a leadership position with Citizens.
“Our Charter Bank Team is enthusiastic to be joining a well-respected
community bank with a history of providing exceptional products and
services to its markets,” remarked Cronin. “We believe that we can
better serve our clients in our local communities.”
“Charter was founded by a group of individual bankers who believed their
customers had a need for better banking services, and they have built
their institution around the philosophy of making decisions that best
serve the interests of their customers. At Citizens we share these
values and are excited to be adding a similar franchise into our fold
while bolstering our presence throughout the Mississippi Gulf Coast,”
commented Gregory L. McKee, President & Chief Executive Officer of
Keefe, Bruyette & Woods, Inc. served as financial advisor, and Baker,
Donelson, Bearman, Caldwell & Berkowitz, PC served as legal counsel to
Citizens. FIG Partners LLC served as financial advisor, and Butler Snow
LLP served as legal counsel to Charter.
About Citizens Holding Company
Citizens Holding Company, headquartered in Philadelphia, Mississippi, is
a financial holding company that owns The Citizens Bank of Philadelphia.
Citizens currently has 23 banking locations in Mississippi and offers
full-service commercial banking, mortgage lending and title insurance
services in addition to a full range of Internet banking services. As of
March 31, 2019, Citizens had $1.1 billion in total assets, $840 million
in deposits, and $447 million in gross loans. For additional
information, locations and hours of operation, please visit www.citizensholdingcompany.com.
About Charter Bank
Charter Bank, headquartered in Biloxi, Mississippi, was founded in 2008
and built around a relationship-based, full service business banking
concept. Charter offers a broad range of commercial and consumer banking
services to small and medium sized businesses, professional firms,
individuals, civic groups and other organizations. As of March 31, 2019,
Charter had $161 million in total assets, $134 million in deposits and
$110 million in gross loans. For additional formation on Charter, please
Important Additional Information will be Filed with the SEC:
This press release does not constitute an offer to sell or the
solicitation of an offer to buy securities of Citizens or a solicitation
of any vote or approval. Citizens will file a registration statement on
Form S-4 and other documents regarding the proposed transaction
referenced in this press release related to the transaction with the
Securities and Exchange Commission (“SEC”) to register the shares of
Citizens’ common stock to be issued to the shareholders of Charter. The
registration statement will include a proxy statement/prospectus, which
will be sent to the shareholders of Charter in advance of its special
meeting of shareholders to be held to consider the proposed Charter
merger. Before making any voting or investment decision, investors
and security holders are urged to read the proxy statement/prospectus
and any other relevant documents to be filed with the SEC in connection
with the proposed Charter transaction, because they contain important
information about Citizens, Charter and the proposed transaction.
Shareholders are also urged to carefully review and consider Citizens’
public filings with the SEC, including, but not limited to, Annual
Reports or Form 10-K, Quarterly Reports or Form 10-Q, Current Reports or
Form 8-K and proxy statements. Investors and security holders may obtain
a free copy of these documents (when available) through the website
maintained by the SEC at www.sec.gov.
These documents may also be obtained, without charge, from Citizens at www.citizensholdingcompany.com
under the tab “Investor Relations” or by directing a request to Citizens
Holding Company, 521 East Main Street P.O. Box 209, Philadelphia, MS
39350, Attn.: Investor Relations.
Safe Harbor Statement:
Statements made in this press release that are not historical facts are
“forward-looking statements” within the meaning of Section 27A of the
Securities Act of 1933, as amended, Section 21E of the Securities
Exchange Act of 1934, as amended, and the Private Securities Litigation
Reform Act of 1995. These statements are subject to certain risks and
uncertainties including, but not limited to, the successful completion
and integration of the transaction contemplated in this release, which
includes the retention of the acquired customer relationships, adverse
changes in economic conditions, the impact of competitive products and
pricing and the other risks set forth in Citizens’ filings with the SEC.
As a result, actual results may differ materially from the
forward-looking statements in this press release.
These factors are not necessarily all of the factors that could cause
Citizens’, Charter’s or the combined company’s actual results,
performance or achievements to differ materially from those expressed in
or implied by any of the forward-looking statements. Other unknown or
unpredictable factors also could harm Citizens’, Charter’s or the
combined company’s results.
All forward-looking statements attributable to Citizens, Charter or the
combined company, or persons acting on Citizens’ or Charter’s behalf,
are expressly qualified in their entirety by the cautionary statements
set forth above. Forward-looking statements speak only as of the date
they are made, and Citizens and Charter do not undertake or assume any
obligation to update publicly any of these statements to reflect actual
results, new information or future events, changes in assumptions or
changes in other factors affecting forward-looking statements, except to
the extent required by applicable laws. If Citizens or Charter update
one or more forward-looking statements, no inference should be drawn
that Citizens or Charter will make additional updates with respect to
those or other forward-looking statements.
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Source: Citizens Holding Company
Citizens Holding Company, Philadelphia
Robert T. Smith, 601/656-4692