Exhibit 2.2
AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT NO. 1 to AGREEMENT AND PLAN OF MERGER (“Agreement”) is made as of the 11th day of September, 2014, by and between Simmons First National Corporation, an Arkansas corporation (“SFNC”), and Community First Bancshares, Inc., a Tennessee corporation (“CFB”).
ARTICLE I
RECITALS
Section 1.01Agreement. SFNC and CFB entered into an Agreement and Plan of Merger (“Agreement”) of the 6th day of May, 2014. Since the execution of the Agreement the parties have determined that it is in the best interest of both parties to clarify certain technical provisions of the Agreement.
In consideration of their mutual promises and obligations hereunder, and intending to be legally bound hereby, SFNC and CFB adopt and make this Amendment No. 1 to the Agreement and prescribe the terms and conditions hereof as follows:
ARTICLE II
AMENDMENTS
Section 2.01Conversion of CFB Common Stock. Section 2.02(b) of the Agreement is hereby amended to read as follows:
(b) Subject to the other provisions of this Section 2.02 and Section 2.03, upon consummation of the Merger at the Effective Time, by virtue of the Merger each share of CFB Common Stock issued and outstanding immediately prior to the Effective Time (excluding any Dissenting Shares, as defined in Section 2.07) shall be converted into the right to receive that number of shares of SFNC Stock as shall equal the Exchange Ratio. All shares of CFB Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate, as defined in Section 2.05, previously evidencing any such shares shall thereafter represent the right to receive the Merger Consideration. The holders of Certificates previously evidencing shares of CFB Common Stock, outstanding immediately prior to the Effective Time, shall cease to have any rights with respect to such shares of CFB Common Stock except as otherwise provided herein or by law. Such Certificates previously evidencing shares of CFB Common Stock shall be exchanged for (i) certificates evidencing whole shares of SFNC Stock issued in consideration therefor and (ii) cash in lieu of fractional shares as set forth in Section 2.05, upon the surrender of such Certificates in accordance with the provisions of Section 2.05, without interest. No fractional shares of SFNC Stock shall be issued, and, in lieu thereof, each holder of CFB Common Stock upon surrender of a Certificate for exchange hereunder shall be paid an amount in cash, without interest, rounded to the nearest cent, determined by multiplying (a) the Average Closing Price by (b) the fractional interest in SFNC Stock to which such holder would otherwise be entitled.
Section 2.02Conversion of CFB Series C Preferred Stock. Section 2.04(a) of the Agreement is hereby amended to read as follows:
(a) Subject to the other provisions of this Section 2.02, upon consummation of the Merger at the Effective Time, by virtue of the Merger each share of CFB Series C Preferred Stock issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive one share of SFNC Senior Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01, liquidation preference $1,000.00 per share (“SFNC Series A Preferred Stock”). All shares of CFB Series C Preferred Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing any such shares shall thereafter represent the right to receive an equal number of shares the SFNC Series A Preferred Stock. The holders of certificates previously evidencing shares of CFB Series C Preferred Stock, outstanding immediately prior to the Effective Time, shall cease to have any rights with respect to such shares of CFB Series C Preferred Stock except as otherwise provided herein or by law. Such certificates previously evidencing shares of CFB Series C Preferred Stock shall be exchanged for (i) certificates evidencing whole shares of SFNC Series A Preferred Stock issued in consideration therefor.
ARTICLE III
CONTINUATION
Section 3.01Continuation.The Agreement is hereby modified to reflect the terms of this Amendment No. 1 and shall continue in full force and effect. All other provisions of the Agreement, not specifically modified herein, shall remain in full force and effect.
ARTICLE IV
MISCELLANEOUS
Section 4.01Counterparts. This Agreement may be executed in counterparts each of which shall be deemed to constitute an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF,the parties hereto have caused this instrument to be executed by their duly authorized officers as of the day and year first above written.
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| SIMMONS FIRST NATIONAL CORPORATION |
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| By: | | /s/ George A. Makris, Jr. |
| | George A. Makris, Jr., Chairman & |
| | Chief Executive Officer |
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| COMMUNITY FIRST BANCSHARES, INC. |
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| By: | | /s/ John C. Clark |
| | John C. Clark, President & Chief |
| | Executive Officer |
