May 2 - Ameris Bancorp (Nasdaq-GS: ABCB), the parent company of Ameris Bank in Moultrie, Ga., has announced the signing of a definitive merger agreement under which Ameris will acquire The Prosperity Banking Co., the parent company of Prosperity Bank, St. Augustine, Fla. On completion of the holding company merger, Prosperity Bank will be merged with and into Ameris Bank. The acquisition further expands Ameris's existing Southeastern footprint in several attractive Florida markets.
On completion of the acquisition, the combined company will have approximately $3.6 billion in assets, $2.5 billion in loans and $3 billion in deposits, with a branch network of 69 banking locations across four states.
"We are pleased to announce our merger with Prosperity and the meaningful expansion of our Florida franchise. We have admired Prosperity's operating style, attention to customer service and retail banking success for several years, knowing that their approach closely mirrored ours," said Edwin W. Hortman Jr., president and CEO of Ameris. "The low-cost, core deposit franchise that Prosperity has built is impressive, and we look forward to continuing to serve Prosperity's customers and communities."
Prosperity currently operates 12 banking locations, with the majority of the franchise concentrated in northeast Florida. As of Dec. 31, 2012, Prosperity reported assets of $742 million, loans of $464 million and deposits of $478 million.
"Prosperity is excited to partner with such a strong community bank that shares the same commitment to people and the local community," said Eddie Creamer, Prosperity's president and chief operating officer. "We've admired Ameris for several years, as they are one of the leading community banks in the Southeast. This partnership is good for our customers and our communities."
Under the terms of the merger agreement, Prosperity shareholders will have the option to elect to receive either 3.125 shares of Ameris common stock or $41.50 in cash for each share of Prosperity common stock, subject to the requirement that no more than 50 percent of the overall consideration will be in the form of cash. Assuming 100 percent stock consideration, the transaction would be valued at approximately $15.7 million, based on Ameris's closing stock price of $13.32 on May 1, 2013, and Prosperity's common shares outstanding of 377,960 as of Dec. 31, 2012.
The merger agreement has been unanimously approved by the board of directors of each company. The transaction is expected to close in the third quarter of 2013 and is subject to customary closing conditions, regulatory approvals and approval by the shareholders of Prosperity.
Keefe, Bruyette & Woods, Inc. served as financial adviser and Rogers & Hardin LLP provided legal counsel to Ameris Bancorp.
Allen C. Ewing & Co. provided a Fairness Opinion and Smith Mackinnon, PA provided legal counsel to Prosperity Banking Company.