FOR IMMEDIATE RELEASE
January 6, 2023
SOUTHERN MISSOURI BANCORP AND CITIZENS BANCSHARES CO. ANNOUNCE DEADLINE FOR ELECTION OF FORM OF MERGER CONSIDERATION
Poplar Bluff, Missouri - Southern Missouri Bancorp, Inc. (NASDAQ: SMBC, "Southern Missouri"), the parent company of Southern Bank, and Citizens Bancshares Co. ("Citizens"), the parent company of Citizens Bank and Trust Company, today jointly announced that, in connection with Southern Missouri’s pending acquisition of Citizens, the election deadline for record holders of shares of Citizens’ common stock to elect the form of merger consideration they wish to receive in connection with the transaction is January 17, 2023, at 5:00 p.m. EST.
An election will be valid only if a properly completed and signed election form and letter of transmittal, together with all required documents and materials set forth in the election form and letter of transmittal and the instructions thereto, is received by Computershare, the exchange agent for the transaction, by the election deadline. Shareholders with questions should contact Georgeson LLC, the Information Agent, at (866) 357-4029.
As previously announced, Citizens shareholders are projected to receive either a fixed exchange ratio of 1.1448 shares of Southern Missouri common stock or a cash payment of $53.50 for each Citizens share, at the election of the shareholders, subject to adjustment based on Citizens’ capital and the total outstanding shares of Citizens at closing, and further subject to proration such that the overall mix of consideration results in 75% of the outstanding Citizens common shares being converted into the right to receive Southern Missouri common stock and 25% of the outstanding Citizens common shares being converted into the right to receive cash. Shareholders who fail to make an election will receive whichever form of consideration is undersubscribed.
The transaction has been approved by Citizens’ and Southern Missouri’s shareholders and is also subject to customary closing conditions.
Forward-Looking Information:
Except for the historical information contained herein, the matters discussed in this press release contain "forward-looking statements" as defined in 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 timing of the closing of the proposed merger of Citizens with and into Southern Missouri (the "Merger"), the projected consideration payable in the Merger to Citizens shareholders, and the expected election deadline for electing consideration. 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. Forward-looking statements are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results to differ materially from those expressed in or implied by such statements. Factors that could cause or contribute to such
