EX-99.1
2
a51892910ex99_1.htm
EXHIBIT 99.1
Exhibit 99.1
The First
Bancshares, Inc. Completes Acquisition of FMB Banking Corporation
HATTIESBURG, Miss.--(BUSINESS WIRE)--November 1, 2018--The First
Bancshares, Inc. (NASDAQ: FBMS) ("First Bancshares" or the "Company"),
the holding company for The First, A National Banking Association ("The
First"), announced today that it has completed its acquisition of FMB
Banking Corporation ("FMB"). Following completion of the acquisition,
FMB's subsidiary bank, Farmers & Merchants Bank, was merged with The
First, with The First as the surviving bank. As a result of this
transaction, The First has expanded its footprint in the Florida
panhandle and entered into the southern Georgia market with the addition
of five branches across Jefferson and Leon counties in Florida and one
branch Thomas County in Georgia.
Pursuant to the terms of the merger agreement with FMB, each FMB
shareholder will receive either $204.70 in cash or 5.6391 shares of
First Bancshares' common stock in exchange for each share of FMB common
stock held prior to the merger, subject to customary pro-ration and
reallocation procedures, which will ensure that 80% of FMB shares will
receive the stock consideration and 20% will receive the cash
consideration.
M. Ray "Hoppy" Cole, President & Chief Executive Officer, commented, "We
are thrilled to be joining forces with FMB and are excited about what we
can accomplish together.
We are focused on expanding our market share in central Florida and
south Georgia. FBMS offers not only the financial assets associated with
a well-run financial institution, but will also provide a strong team of
proven local bankers.
FMB bankers are trusted partners to their clients and are closely tied
to the local communities. These attributes align perfectly with our
business model at The First, and will help further our goal of building
a high performing, customer oriented community bank in the gulf south
region."
As a result of the merger, the combined Company now has approximately
$3.0 billion in total assets, $2.5 billion in total deposits and $2.0
billion in total loans. The First also now has 67 locations across
Mississippi, Louisiana, Alabama, Florida and Georgia.
About The First Bancshares, Inc.
The First Bancshares, Inc., headquartered in Hattiesburg, Mississippi,
is the parent company of The First, A National Banking Association.
Founded in 1996, the First has operations in Mississippi, Louisiana,
Alabama, Florida and Georgia. The Company's stock is traded on the
NASDAQ Global Market under the symbol FBMS. Additional information is
available on the Company's website:
www.thefirstbank.com
.
Forward-Looking Statements
This news release contains "forward-looking statements" within the
meaning of and subject to the safe harbor protections of the Private
Securities Litigation Reform Act of 1995. In general, forward-looking
statements usually use words such as "may", "believe", "expect,"
"anticipate", "intend", "will", "should", "plan", "estimate", "predict,"
"continue" and "potential" or the negative of these terms or other
comparable terminology, including statements related to the expected
returns and other benefits of the merger to shareholders.
Forward-looking statements represent management's beliefs, based upon
information available at the time the statements are made, with regard
to the matters addressed; they are not guarantees of future performance,
nor should they be relied upon as representing management's views as of
any subsequent date. Forward-looking statements are subject to numerous
assumptions, risks and uncertainties that change over time and could
cause actual results or financial condition to differ materially from
those expressed in or implied by such statements.
Factors that could cause or contribute to such differences include, but
are not limited to (1) the risk that the cost savings and any revenue
synergies from the merger may not be realized or take longer than
anticipated to be realized, (2) disruption from the merger with
customers, suppliers, employee or other business partners relationships,
(3) the risk of successful integration of FMB's business into the
Company, (4) the amount of the costs, fees, expenses and charges related
to the merger, (5) reputational risk and the reaction of each of the
companies' customers, suppliers, employees or other business partners to
the merger, (6) the risk that the integration of FMB's operations into
the operations of the Company will be materially delayed or will be more
costly or difficult than expected, (7) the possibility that the merger
may be more expensive to complete than anticipated, including as a
result of unexpected factors or events, (8) the dilution caused by the
Company's issuance of additional shares of its common stock in the
merger transaction, and (9) general competitive, economic, political and
market conditions. Additional factors which could affect the
forward-looking statements can be found in the cautionary language
included under the headings "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Risk Factors" in the
Company's Annual Reports on Form 10-K for the year ended December 31,
2017, and other documents subsequently filed by the Company with the
SEC. Consequently, no forward-looking statement can be guaranteed. The
Company expressly disclaims any obligation to update any factors or to
announce publicly the result of revisions to any of the forward-looking
statements included herein to reflect future events or developments.
CONTACT:
The First Bancshares, Inc.
M. Ray "Hoppy" Cole, Jr.,
601-268-8998
Chief Executive Officer
or
Dee Dee Lowery,
601-268-8998
Chief Financial Officer

EX - 99 . 1 2 a51892910ex99 _ 1 . htm EXHIBIT 99 . 1 Exhibit 99 . 1 The First Bancshares , Inc . Completes Acquisition of FMB Banking Corporation HATTIESBURG , Miss . -- ( BUSINESS WIRE ) -- November 1 , 2018 -- The First Bancshares , Inc . ( NASDAQ : FBMS ) ( " First Bancshares " or the " Company " ) , the holding company for The First , A National Banking Association ( " The First " ) , announced today that it has completed its acquisition of FMB Banking Corporation ( " FMB " ) . Following completion of the acquisition , FMB 's subsidiary bank , Farmers & Merchants Bank , was merged with The First , with The First as the surviving bank . As a result of this transaction , The First has expanded its footprint in the Florida panhandle and entered into the southern Georgia market with the addition of five branches across Jefferson and Leon counties in Florida and one branch Thomas County in Georgia . Pursuant to the terms of the merger agreement with FMB , each FMB shareholder will receive either $ 204.70 in cash or 5 . 6391 shares of First Bancshares ' common stock in exchange for each share of FMB common stock held prior to the merger , subject to customary pro - ration and reallocation procedures , which will ensure that 80 % of FMB shares will receive the stock consideration and 20 % will receive the cash consideration . M . Ray " Hoppy " Cole , President & Chief Executive Officer , commented , " We are thrilled to be joining forces with FMB and are excited about what we can accomplish together . We are focused on expanding our market share in central Florida and south Georgia . FBMS offers not only the financial assets associated with a well - run financial institution , but will also provide a strong team of proven local bankers . FMB bankers are trusted partners to their clients and are closely tied to the local communities . These attributes align perfectly with our business model at The First , and will help further our goal of building a high performing , customer oriented community bank in the gulf south region . " As a result of the merger , the combined Company now has approximately $ 3.0 billion in total assets , $ 2.5 billion in total deposits and $ 2.0 billion in total loans . The First also now has 67 locations across Mississippi , Louisiana , Alabama , Florida and Georgia . About The First Bancshares , Inc . The First Bancshares , Inc . , headquartered in Hattiesburg , Mississippi , is the parent company of The First , A National Banking Association . Founded in 1996 , the First has operations in Mississippi , Louisiana , Alabama , Florida and Georgia . The Company 's stock is traded on the NASDAQ Global Market under the symbol FBMS . Additional information is available on the Company 's website : www.thefirstbank.com . Forward - Looking Statements This news release contains " forward - looking statements " within the meaning of and subject to the safe harbor protections of the Private Securities Litigation Reform Act of 1995 . In general , forward - looking statements usually use words such as " may " , " believe " , " expect , " " anticipate " , " intend " , " will " , " should " , " plan " , " estimate " , " predict , " " continue " and " potential " or the negative of these terms or other comparable terminology , including statements related to the expected returns and other benefits of the merger to shareholders . Forward - looking statements represent management 's beliefs , based upon information available at the time the statements are made , with regard to the matters addressed ; they are not guarantees of future performance , nor should they be relied upon as representing management 's views as of any subsequent date . Forward - looking statements are subject to numerous assumptions , risks and uncertainties that change over time and could cause actual results or financial condition to differ materially from those expressed in or implied by such statements . Factors that could cause or contribute to such differences include , but are not limited to ( 1 ) the risk that the cost savings and any revenue synergies from the merger may not be realized or take longer than anticipated to be realized , ( 2 ) disruption from the merger with customers , suppliers , employee or other business partners relationships , ( 3 ) the risk of successful integration of FMB 's business into the Company , ( 4 ) the amount of the costs , fees , expenses and charges related to the merger , ( 5 ) reputational risk and the reaction of each of the companies ' customers , suppliers , employees or other business partners to the merger , ( 6 ) the risk that the integration of FMB 's operations into the operations of the Company will be materially delayed or will be more costly or difficult than expected , ( 7 ) the possibility that the merger may be more expensive to complete than anticipated , including as a result of unexpected factors or events , ( 8 ) the dilution caused by the Company 's issuance of additional shares of its common stock in the merger transaction , and ( 9 ) general competitive , economic , political and market conditions . Additional factors which could affect the forward - looking statements can be found in the cautionary language included under the headings " Management 's Discussion and Analysis of Financial Condition and Results of Operations " and " Risk Factors " in the Company 's Annual Reports on Form 10 - K for the year ended December 31 , 2017 , and other documents subsequently filed by the Company with the SEC . Consequently , no forward - looking statement can be guaranteed . The Company expressly disclaims any obligation to update any factors or to announce publicly the result of revisions to any of the forward - looking statements included herein to reflect future events or developments . CONTACT : The First Bancshares , Inc . M . Ray " Hoppy " Cole , Jr . , 601 - 268 - 8998 Chief Executive Officer or Dee Dee Lowery , 601 - 268 - 8998 Chief Financial Officer
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