M&A - Southern States Bancshares, Inc.

Form Type: DEFM14A

Filing Date: 2025-05-21

Corporate Action: Merger

Type: New

Accession Number: 000110465925051676

Filing Summary: Southern States Bancshares, Inc. has filed a definitive proxy statement/prospectus regarding a proposed merger with FB Financial Corporation. The boards of directors of both companies have unanimously approved an agreement providing for the acquisition of Southern States by FB Financial, which is set to merge on March 31, 2025. Under the merger agreement, Southern States will merge into FB Financial, with FB Financial remaining as the surviving entity. Southern States Bank will also merge into FirstBank. Shareholders will receive 0.80 shares of FB Financial common stock for each share of Southern States common stock they own, valued at approximately $36.62 based on May 16, 2025 market prices. The special meetings for shareholders to vote on the merger will take place on June 26, 2025.

Form Type: 8-K

Filing Date: 2025-03-31

Corporate Action: Merger

Type: New

Accession Number: 000162828025015545

Filing Summary: On March 31, 2025, Southern States Bancshares, Inc. and FB Financial Corporation entered into an Agreement and Plan of Merger, where Southern States will merge into FB Financial with FB Financial as the surviving corporation. Following the Corporate Merger, Southern States Bank will merge with FirstBank. Shareholders of Southern States will receive 0.800 shares of FB Financial stock for each share held, along with cash for fractional shares. All stock options for Southern States will be cancelled at the Effective Time and exchanged for cash. A new director will join FB Financial's board. The agreement includes customary representations, warranties, and covenants, and establishes termination rights with potential fees of $15 million. Voting agreements have been signed by directors and executive officers, representing approximately 5.4% of outstanding shares of Southern States. A joint press release announcing the merger was issued, with intentions for further information presentations to analysts and investors.