Under the terms of the Agreement, which has been unanimously approved by the boards of directors of both companies, the Company will issue shares of its common stock valued at approximately $13.9 million plus approximately $13.4 million in cash for all outstanding shares of Genala Banc, Inc. common stock, all subject to certain conditions and potential adjustments. Simultaneous with the closing of the transaction, Genala Banc, Inc. will merge into Bank of the Ozarks, Inc., and The Citizens Bank will merge into the Company’s wholly-owned bank subsidiary, Bank of the Ozarks. Completion of the transaction is subject to certain closing conditions, including customary regulatory approvals and the approval of the shareholders of Genala Banc, Inc. The transaction is expected to close in late December 2012 or during the first quarter of 2013. Bank of the Ozarks, Inc. was advised by the investment banking firm of FIG Partners, LLC and the law firm of Kutak Rock LLP. Genala Banc, Inc. and The Citizens Bank were advised by Sheshunoff & Co. and the law firm of Bradley Arant Boult Cummings LLP.
The Company intends to file a registration statement on Form S-4, which will include a proxy statement/prospectus and other relevant materials in connection with the proposed merger transaction involving the Company and Genala Banc, Inc. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THIS FILING WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION REGARDING THE PROPOSED MERGER TRANSACTION. Investors and security holders may obtain free copies of these documents and other documents filed with the Securities and Exchange Commission (the “SEC”) on the SEC’s website at http://www.sec.gov. Investors and security holders may also obtain free copies of the documents filed with the SEC by the Company at the Company’s website at http://www.bankozarks.com, Investor Relations, or by contacting Susan Blair, by telephone at (501) 978-2217.
The Company, Genala Banc, Inc. and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders of Genala Banc, Inc. in connection with the merger transaction. Information regarding directors and executive officers of the Company and Genala Banc, Inc. and their respective interests in the proposed transaction will be available in the proxy statement/prospectus of the Company and Genala Banc, Inc. described above and other relevant materials to be filed with the SEC.