KNOXVILLE, Tenn., May 22, 2017 (GLOBE NEWSWIRE) — SmartFinancial, Inc., parent company of SmartBank (“SmartFinancial”) (NASDAQ:SMBK), and Capstone Bancshares, Inc., parent company of Capstone Bank (“Capstone”), jointly announced today the signing of a definitive merger agreement pursuant to which SmartFinancial will acquire Capstone. Upon the completion of the transaction, the combined company is expected to have assets in excess of $1.5 billion.
“This is a compelling acquisition and we’re excited to partner with Capstone as we look to grow and further expand our footprint in the Southeast,” said SmartBank President and CEO, Billy Carroll. “Capstone is a great community bank and we admire their leadership and the culture they’ve created. Much like our bank, Capstone has a strong history of service to both its customers and local communities and we look forward to building on that together.”
According to Capstone Bank’s President and CEO, Robert Kuhn, the merger is a perfect fit. “We could not have picked a better partner from a community banking perspective. SmartBank’s core values align perfectly with Capstone’s, with a strong emphasis on client service, culture and the communities we serve.”
“Our customers will benefit immediately from this partnership, as we enhance our ability to provide each of them with additional resources and the best banking options available,” added Kuhn.
Established in 2007, SmartBank has more than $1 billion in assets and operates 14 branches and two loan production office spanning East Tennessee and the Florida Panhandle. This marks the fourth acquisition in the bank’s past five years.
Capstone Bank was formed in 2008 and is headquartered in Tuscaloosa, Alabama. The bank has eight locations in Tuscaloosa, Washington and Clarke counties, including a new office in Fairhope, in the rapidly growing Baldwin County market.
The acquisition, which is subject to customary closing conditions, including the approval of each party’s shareholders and the receipt of all necessary regulatory approvals, is expected to be completed in the fourth quarter of 2017.
The merger agreement provides for the merger of Capstone Bancshares, Inc. with and into SmartFinancial, Inc., with SmartFinancial, Inc. as the surviving corporation, and the subsequent merger of Capstone Bank with and into SmartBank, with SmartBank as the surviving bank.
Under the terms of the merger agreement, each Capstone shareholder will be allowed to elect to receive all cash consideration, all stock consideration, or 20 percent cash consideration and 80 percent stock consideration for the shareholder’s Capstone shares, subject to proration to ensure that 80 percent of the aggregate consideration paid to Capstone shareholders is in the form of SmartFinancial common stock and 20 percent of the aggregate consideration paid to Capstone shareholders is cash. Capstone shareholders receiving cash consideration will receive $18.50 per share of Capstone stock, and those receiving stock consideration will receive 0.85 shares of SmartFinancial common stock for each share of Capstone stock.
The transaction is valued at approximately $84.8 million based on the closing price of SmartFinancial common stock on May 22, 2017.
Raymond James & Associates, Inc. served as financial advisor to SmartFinancial, and SmartFinancial was represented by the law firm Butler Snow LLP. Stephens Inc. served as financial advisor to Capstone, and Capstone was represented by the law firm Burr & Forman LLP.
The Butler Snow attorneys involved in this matter were Adam Smith, Elizabeth Clippard, Beth Sims, Gilbert Van Loon, Jeff Stancill, Ronny Loeb, Randy McClanahan, Sarah Hoffman, Hemant Gupta, Angie McEwen, Kara Shea, and Michael Caples.
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