| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
Effective October 1, 2019, pursuant to the Agreement and Plan of Merger, dated May 21, 2019 (the “Merger Agreement”), by and among Citizens Holding Company (“Citizens”), The Citizens Bank of Philadelphia, a Mississippi banking corporation and wholly-owned subsidiary of Citizens (“Citizens Bank”) and Charter Bank, a Mississippi banking corporation (“Charter”), Charter merged with and into Citizens Bank (the “Merger”), with Citizens Bank as the surviving corporation in the Merger.
Under the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of Charter common stock was converted into the right to receive $3.615 in cash and 0.39417 shares of Citizens’ common stock (the “Citizens Common Stock”). In the aggregate, the Merger consideration is valued at approximately $20 million and will consist of cash and 666,206 shares of Citizens Common Stock. Each share of Citizens Common Stock issued and outstanding immediately prior to the Effective Time remained issued and outstanding and was unaffected by the Merger.
Citizens filed a registration statement on FormS-4 (Reg.No. 333-232698) with the Securities and Exchange Commission (“SEC”), which provides substantial additional information concerning the Merger Agreement and the Merger, among other things. That registration statement, its exhibits and amendments, and a definitive proxy statement/prospectus dated July 30, 2019 (the “Prospectus”), all are available on the SEC’s public website www.sec.gov. Except to the extent expressly mentioned in this Current Report on Form8-K (this “Report”), those documents are not incorporated into this Report.
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 Merger Agreement, which was filed as Exhibit 2.1 to Citizens’ Current Report on Form8-K filed on May 21, 2019 and is incorporated by reference herein.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) Election of Director
Election to Boards. In accordance with the Merger Agreement and in connection with the completion of the Merger, Gregory E. Cronin was appointed to the Board of Directors (“Board”) of Citizens and to the board of directors of Citizens Bank, effective October 1, 2019. Mr. Cronin was named a Class I director and is expected to stand forre-election to the Board by Citizens’ shareholders at the 2021 annual meeting.
Independence. Mr. Cronin, who became an officer of Citizens and Citizens Bank following the Merger, is not independent under Nasdaq listing standards.
Background of Gregory E. Cronin. Gregory E. Cronin, 56, is the former President and Chief Executive Officer of Charter, which he helped organize in 2007, and currently serves as the Gulf Coast President for Citizens and Citizens Bank. Prior to organizing Charter, Mr. Cronin was employed as the Chief Executive Officer of the South Mississippi market for SouthTrust Bank from 2004 to 2007. With over thirty years of experience in the banking industry, Mr. Cronin will provide the board of directors of Citizens and Citizens Bank with a deep knowledge of the Mississippi Gulf Coast geographic market, and the variety of financial products and services needed by Charter’s customers.
Election Arrangement. In the Merger Agreement, Citizens agreed to increase size of the board of Citizens and Citizens Bank by one person and to fill such vacancies with a former member of the Charter board of directors. Mr. Cronin was selected by the Board to serve in these roles.
Committee Assignments. Mr. Cronin has not been appointed to any committee of the Board at this time.
Transactions. Mr. Cronin was not appointed as a director pursuant to any arrangement or understanding with any person other than as noted above, and is not a participant in any related party transaction required to be reported pursuant to Item 404(a) of RegulationS-K. Notwithstanding the foregoing, Mr. Cronin will serve as the Gulf Coast President of Citizens and Citizens Bank following the completion of the Merger, and will be compensated as an officer and employee of such entities.
