Helen Jeffords, President and Chief Executive Officer of The First National Bank of Shelby, stated, “Bank of the Ozarks, one of the most respected community banks in the country, shares our customer focus and tradition of community service. It was of great importance to us to join a company with a strong sense of community, outstanding financial strength, and progressive leadership. Our customers, employees, communities and stockholders will all benefit from our partnership with Bank of the Ozarks.”
Under the terms of the Agreement, which has been unanimously approved by the boards of directors of both companies, each outstanding share of common stock of First National Bank will be converted, at the election of each First National Bank shareholder, into the right to receive shares of the Company’s common stock, plus cash in lieu of any fractional share, or the right to receive cash, all subject to certain conditions and potential adjustments, provided that at least 51% of the merger consideration paid to First National Bank shareholders will consist of shares of the Company’s common stock. The number of Company shares to be issued will be determined based on First National Bank shareholder elections and the Company’s 10-day average closing stock price as of the fifth business day prior to the closing date, ranging between $27.00 per share and $44.20 per share.
Upon the closing of the transaction, First National 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 First National Bank. The transaction is expected to close during the second or third quarter of 2013.
First National Bank was advised by the investment banking firm of Sandler O’Neill + Partners L.P. and the law firm of Nelson, Mullins, Riley & Scarborough, LLP. Bank of the Ozarks, Inc. was represented by the law firm of Kutak Rock LLP.