Item 2.01.Completion of Acquisition or Disposition of Assets
Effective January 20, 2023, Southern Missouri Bancorp, Inc. ("Southern
Missouri") completed its previously announced acquisition of Citizens Bancshares
Co. ("Citizens"), pursuant to an Agreement and Plan of Merger, dated as of
September 20, 2022 (the "Merger Agreement"), by and among Southern Missouri,
Southern Missouri Acquisition VI Corp ("Merger Sub"), a wholly owned subsidiary
of Southern Missouri, and Citizens, under which Citizens merged with and into
Merger Sub, followed by the merger of Merger Sub with and into Southern Missouri
(collectively, the "Merger"). Citizens was the parent company of Citizens Bank &
Trust Company, which has become a subsidiary of Southern Missouri and is
expected to be merged with Southern Bank on February 24, 2023.
As a result of the Merger, each share of Citizens common stock held immediately
prior to completion of the Merger is being exchanged for 1.1755 shares of
Southern Missouri common stock or $54.93 in cash (as adjusted based on Citizen's
capital and the total number of shares outstanding immediately prior to closing)
at the election of the shareholders, subject to the proration and allocation
procedures set forth in the Merger Agreement. Southern Missouri paid
approximately $131.4 million in Merger consideration, inclusive of cash
settlement of Citizens stock options, comprised of stock and cash at a 74:26
ratio.
The foregoing description of the Merger and 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, included as Exhibit 2.1 to the Current Report on
Form 8-K that Southern Missouri filed on September 21, 2022, and incorporated
herein by reference. The issuance of shares of Southern Missouri common stock in
connection with the Merger was registered under the Securities Act of 1933, as
amended, pursuant to a registration statement on Form S-4 (File No. 333-268110)
filed by Southern Missouri with the Securities and Exchange Commission (the
"SEC") and declared effective on November 7, 2022 (the "Registration
Statement"). The joint proxy statement/prospectus included in the Registration
Statement (the "Joint Proxy Statement/Prospectus") contains additional
information about the Merger Agreement and the transactions contemplated
thereby.
Departure of Directors or Certain Officers; Election of Directors;
Item 5.02. Appointment of Certain Officers; Compensatory Arrangement of Certain
Officers.
On January 20, 2023, effective upon completion of the merger of Citizens with
and into Merger Sub, William Young, the president of Citizens Bank & Trust
Company became a director of Southern Missouri and Southern Bank. Mr. Young's
term as a director of Southern Missouri will expire at the 2025 annual meeting
of Southern Missouri shareholders. The Board committees to which Mr. Young will
be appointed have not yet been determined. The appointment of Mr. Young as a
director of Southern Missouri was contemplated by and made in accordance with
the Merger Agreement.
As a director of Southern Missouri and Southern Bank, Mr. Young is expected to
be entitled to the same general compensation arrangement as is provided to the
other non-employee directors of Southern Missouri and Southern Bank. A
description of this arrangement is contained under the heading "Compensation of
Directors" in Southern Missouri's definitive proxy statement filed with the SEC
on September 26, 2022, and is incorporated herein by reference.
Item 8.01Other Events
On January 20, 2023, Southern Missouri issued a press release announcing the
completion of the Merger. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Item 9.01.Financial Statements and Exhibits
(a)
Financial statements of businesses acquired.
The financial statements of the business acquired will be filed by amendment to
this Current Report on Form 8-K (this "Report") no later than 71 days following
the date that this Report is required to be filed.
(b)Pro forma financial information.
The pro forma financial information will be filed by amendment to this Report no
later than 71 days following the date that this Report is required to be filed.
(c)Not applicable.
(d)Exhibits
Exhibit Exhibit
No.
2.1 Agreement and Plan of Merger by and among Southern Missouri
Bancorp, Inc.,
Southern Missouri Acquisition VI Corp. and Citizens Bancshares
Co.
dated September 20, 2022 (filed as Exhibit 2.1 to Southern
Missouri's
current report on Form 8-K filed on September 21, 2022, and
incorporated herein
by reference) .
99.1 Press release dated January 20, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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