EX-99.1
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v419670_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
SmartFinancial and Cornerstone Bancshares
Announce Merger Completion
Partnership Creates Premier Franchise
in Strong Southeastern Markets
Knoxville, TN and Chattanooga, TN - September 2, 2015 (PR Newswire)
SmartFinancial, Inc., parent company of SmartBank, and Cornerstone
Bancshares, Inc., parent company of Cornerstone Community Bank, announced the closing of the merger of their two holding companies,
with the combined company to carry the name of "SmartFinancial, Inc." The company also intends to change the trading
symbol of its common stock to "SMBK" (OTCBB: SMBK) from "CSBQ" (OTCBB: CSBQ), and has relocated its corporate
headquarters to Knoxville, Tennessee. The company has also filed an application to list its common stock on the Nasdaq Capital
Market under the symbol "SMBK".
On a pro forma combined basis, based on financial results as
of June 30, 2015, SmartFinancial had approximately $980 million in total assets, with 12 full-service branch locations in the East
Tennessee and the Florida Panhandle markets. The company plans to merge SmartBank and Cornerstone Community Bank in 2016, after
which time the combined bank is expected to be the twelfth largest bank chartered in Tennessee.
"After months of diligent planning and preparation, it
gives me great pleasure to announce the completion of this merger", said SmartFinancial's President and CEO Billy Carroll.
"This is a true merger of equals which will allow us to retain our existing talented team, build on our combined strengths,
shared values and culture while operating more efficiently for the benefit of all stakeholders".
"We are excited about where we're heading with this
unique partnership", said Chairman Miller Welborn, who will be based at Cornerstone Community Bank's main office, located
in the heart of Chattanooga's "Innovation District" downtown. "As we transform into a more dynamic and
innovative bank, we will be better positioned to grow with our strong Southeastern markets", he said. "As we redefine
banking for the future, we will always remain a community bank, with a heart and soul centered on relationships, people and the
communities we serve".
Under the terms of the merger agreement and a concurrent four-to-one
reverse stock split of CSBQ stock, each outstanding share of common stock held by legacy SmartFinancial shareholders will be converted
into 1.05 shares of the surviving company's common stock. The surviving company's board includes the current seven
members of the legacy SmartFinancial board and four legacy members of the previous Cornerstone Bancshares board, under the following
leadership structure: Miller Welborn, Chairman; Bill Carroll, Vice-Chairman; and Billy Carroll, President and Chief Executive Officer.
Additional information may be found at the corporate investor
relations site:
www.smartfinancialinc.com
Advisors in Transaction
SmartFinancial was advised by Hovde
Financial and the law firm of Butler Snow LLP. Cornerstone was advised by Raymond James & Associates, Inc. and the law firm
of Miller & Martin PLLC.
About SmartFinancial, Inc.
SmartFinancial, Inc., based in Knoxville, Tennessee, is the
bank holding company for SmartBank and Cornerstone Community Bank. SmartBank is a full-service commercial bank founded in 2007,
with seven branches throughout East Tennessee and the Florida Panhandle. Recruiting the best people, delivering exceptional client
service, strategic branching and a conservative and disciplined approach to lending have all given rise to SmartBank's success.
More information about SmartFinancial can be found on its website:
www.smartbank.com
. Cornerstone Community Bank is a full-service
commercial bank founded in 1996, with five branches throughout the Chattanooga MSA and one loan production office in Dalton, Georgia.
Cornerstone Community Bank specializes in providing customized financial solutions for businesses and consumers, by offering a
comprehensive range of products and services designed to help companies and individuals build strong financial foundations. More
information about Cornerstone Community Bank can be found on its website:
www.cscbank.com
.
This release contains forward-looking statements. SmartFinancial
cautions you that a number of important factors could cause actual results to differ materially from those currently anticipated
in any forward-looking statement. Such factors include, but are not limited to: changes in management's plans for the future,
prevailing economic and political conditions, particularly in our market area; credit risk associated with our lending activities;
changes in interest rates, loan demand, real estate values and competition; changes in accounting principles, policies, and guidelines;
changes in any applicable law, rule, regulation or practice with respect to tax or legal issues; and other economic, competitive,
governmental, regulatory and technological factors affecting our operations, pricing, products and services and other factors that
may be described in our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q as filed with the Securities and Exchange
Commission from time to time.
In addition to these risks, acquisitions and business combinations
present risks other than those presented by the nature of the business acquired. Acquisitions and business combinations may be
substantially more expensive to complete than originally anticipated, and the anticipated benefits may be significantly harder-or
take longer-to achieve than expected. As regulated financial institutions, our pursuit of attractive acquisition and business
combination opportunities could be negatively impacted by regulatory delays or other regulatory issues. Regulatory and/or legal
issues related to the pre-acquisition operations of an acquired or combined business may cause reputational harm to SmartFinancial
following the acquisition or combination, and integration of the acquired or combined business with ours may result in additional
future costs arising as a result of those issues.
The forward-looking statements are made as of the date of
this release, and, except as may be required by applicable law or regulation, SmartFinancial assumes no obligation to update the
forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking
statements.
Source
SmartFinancial, Inc.
Investor Contacts
SmartFinancial, Inc.
Billy Carroll
President & CEO
865.868.0613
Frank Hughes
Executive Vice President
Investor Relations
423.385.3009
Media Contact
Kelley Fowler
First Vice President, Public Relations & Marketing
SmartBank
865.868.0611
kfowler@smartbank.net

EX - 99 . 1 18 v419670 _ ex99 - 1 . htm EXHIBIT 99 . 1 Exhibit 99 . 1 SmartFinancial and Cornerstone Bancshares Announce Merger Completion Partnership Creates Premier Franchise in Strong Southeastern Markets Knoxville , TN and Chattanooga , TN - September 2 , 2015 ( PR Newswire ) SmartFinancial , Inc . , parent company of SmartBank , and Cornerstone Bancshares , Inc . , parent company of Cornerstone Community Bank , announced the closing of the merger of their two holding companies , with the combined company to carry the name of " SmartFinancial , Inc . " The company also intends to change the trading symbol of its common stock to " SMBK " ( OTCBB : SMBK ) from " CSBQ " ( OTCBB : CSBQ ) , and has relocated its corporate headquarters to Knoxville , Tennessee . The company has also filed an application to list its common stock on the Nasdaq Capital Market under the symbol " SMBK " . On a pro forma combined basis , based on financial results as of June 30 , 2015 , SmartFinancial had approximately $ 980 million in total assets , with 12 full - service branch locations in the East Tennessee and the Florida Panhandle markets . The company plans to merge SmartBank and Cornerstone Community Bank in 2016 , after which time the combined bank is expected to be the twelfth largest bank chartered in Tennessee . " After months of diligent planning and preparation , it gives me great pleasure to announce the completion of this merger " , said SmartFinancial 's President and CEO Billy Carroll . " This is a true merger of equals which will allow us to retain our existing talented team , build on our combined strengths , shared values and culture while operating more efficiently for the benefit of all stakeholders " . " We are excited about where we ' re heading with this unique partnership " , said Chairman Miller Welborn , who will be based at Cornerstone Community Bank 's main office , located in the heart of Chattanooga 's " Innovation District " downtown . " As we transform into a more dynamic and innovative bank , we will be better positioned to grow with our strong Southeastern markets " , he said . " As we redefine banking for the future , we will always remain a community bank , with a heart and soul centered on relationships , people and the communities we serve " . Under the terms of the merger agreement and a concurrent four - to - one reverse stock split of CSBQ stock , each outstanding share of common stock held by legacy SmartFinancial shareholders will be converted into 1 . 05 shares of the surviving company 's common stock . The surviving company 's board includes the current seven members of the legacy SmartFinancial board and four legacy members of the previous Cornerstone Bancshares board , under the following leadership structure : Miller Welborn , Chairman ; Bill Carroll , Vice - Chairman ; and Billy Carroll , President and Chief Executive Officer . Additional information may be found at the corporate investor relations site : www.smartfinancialinc.com Advisors in Transaction SmartFinancial was advised by Hovde Financial and the law firm of Butler Snow LLP . Cornerstone was advised by Raymond James & Associates , Inc . and the law firm of Miller & Martin PLLC . About SmartFinancial , Inc . SmartFinancial , Inc . , based in Knoxville , Tennessee , is the bank holding company for SmartBank and Cornerstone Community Bank . SmartBank is a full - service commercial bank founded in 2007 , with seven branches throughout East Tennessee and the Florida Panhandle . Recruiting the best people , delivering exceptional client service , strategic branching and a conservative and disciplined approach to lending have all given rise to SmartBank 's success . More information about SmartFinancial can be found on its website : www.smartbank.com . Cornerstone Community Bank is a full - service commercial bank founded in 1996 , with five branches throughout the Chattanooga MSA and one loan production office in Dalton , Georgia . Cornerstone Community Bank specializes in providing customized financial solutions for businesses and consumers , by offering a comprehensive range of products and services designed to help companies and individuals build strong financial foundations . More information about Cornerstone Community Bank can be found on its website : www.cscbank.com . This release contains forward - looking statements . SmartFinancial cautions you that a number of important factors could cause actual results to differ materially from those currently anticipated in any forward - looking statement . Such factors include , but are not limited to : changes in management 's plans for the future , prevailing economic and political conditions , particularly in our market area ; credit risk associated with our lending activities ; changes in interest rates , loan demand , real estate values and competition ; changes in accounting principles , policies , and guidelines ; changes in any applicable law , rule , regulation or practice with respect to tax or legal issues ; and other economic , competitive , governmental , regulatory and technological factors affecting our operations , pricing , products and services and other factors that may be described in our Annual Reports on Form 10 - K and Quarterly Reports on Form 10 - Q as filed with the Securities and Exchange Commission from time to time . In addition to these risks , acquisitions and business combinations present risks other than those presented by the nature of the business acquired . Acquisitions and business combinations may be substantially more expensive to complete than originally anticipated , and the anticipated benefits may be significantly harder - or take longer - to achieve than expected . As regulated financial institutions , our pursuit of attractive acquisition and business combination opportunities could be negatively impacted by regulatory delays or other regulatory issues . Regulatory and / or legal issues related to the pre - acquisition operations of an acquired or combined business may cause reputational harm to SmartFinancial following the acquisition or combination , and integration of the acquired or combined business with ours may result in additional future costs arising as a result of those issues . The forward - looking statements are made as of the date of this release , and , except as may be required by applicable law or regulation , SmartFinancial assumes no obligation to update the forward - looking statements or to update the reasons why actual results could differ from those projected in the forward - looking statements . Source SmartFinancial , Inc . Investor Contacts SmartFinancial , Inc . Billy Carroll President & CEO 865 . 868 . 0613 Frank Hughes Executive Vice President Investor Relations 423 . 385 . 3009 Media Contact Kelley Fowler First Vice President , Public Relations & Marketing SmartBank 865 . 868 . 0611 kfowler@smartbank.net