Poplar Bluff, MO, June 21, 2013 (GLOBE NEWSWIRE) -- Southern Missouri Bancorp, Inc. (NASDAQ: SMBC, "SouthernMissouri"), the parent corporation of Southern Bank, and OzarksLegacy Community Financial, Inc. ("Ozarks Legacy"), the parentcorporation of Bank of Thayer, today announced the signing of adefinitive merger agreement whereby Southern Missouri will acquireOzarks Legacy in an all-cash transaction valued at approximately$6.2 million, subject to certain adjustments for transactionexpenses and Ozarks Legacy equity at closing. Southern Bankwill also assume approximately $3.7 million in debt outstanding,plus accrued interest. Additionally, Southern Bank hasentered into a definitive merger agreement with the Bank of Thayerwhereby Bank of Thayer will be merged into Southern Bank in anall-cash transaction valued at approximately $262,000 for theminority shareholders of Bank of Thayer. The Bank of Thayer operates four branches in Oregon and Howellcounties in south central Missouri. In West Plains, Missouri,the Bank of Thayer conducts business under the name Howell CountyBank. After the acquisition, the combined company's totalassets will approximate $877 million, with total loans of $656million and total deposits of $701 million. The combinedcompany will operate 22 branches in southern Missouri and northeastand north central Arkansas. "We are very pleased with the opportunity to expand our networkinto Thayer, West Plains, and Alton, Missouri," stated GregSteffens, President and CEO of Southern Missouri. "We have abusiness model that has proven successful in meeting the financialneeds of borrowers and depositors in communities similar to these,and we look forward to welcoming Bank of Thayer employees andcustomers to our Southern Bank family." Roger Lonon, President and CEO of Bank of Thayer, will remainwith the combined entity in the role of Community Bank Presidentfor the region. "Southern Bank is a strong community bankthat is community focused, customer service driven, offers thelatest in technology and takes pride in providing personalizedservice to the individual markets they serve. This mergerwill allow us to expand our product and service lines, offerconvenient locations to our customers throughout southern Missouriand northern Arkansas and increase our lending limits, providingexcellent future benefits for our customers," said Lonon.
Steffens added: "We also believe the transaction makes goodsense for Southern Missouri shareholders, as the deal should beimmediately accretive to earnings per share, aftertransaction-related expenses, and should be accretive to tangiblebook value after three years."Southern Missouri and Ozarks Legacy anticipate completion of thetransaction in the fourth calendar quarter of 2013, subject tosatisfaction of customary closing conditions, including regulatoryapproval and approvals by the shareholders of Ozarks Legacy andBank of Thayer. CrossFirst Advisors acted as financial advisor and StinsonMorrison Hecker LLP served as legal advisor to Ozarks Legacy, whileSilver, Freedman & Taff, LLP, served as legal advisor toSouthern Missouri. Forward-Looking Information: Except for the historical information contained herein, thematters discussed in this press release may be deemed to be"forward-looking statements" within the meaning of the PrivateSecurities Litigation Reform Act of 1995 that are subject to knownand unknown risks, uncertainties, and other factors that couldcause the actual results to differ materially from theforward-looking statements, including: the requisite regulatory andshareholder approvals for the Company's pending acquisition ofOzarks Legacy and Bank of Thayer might not be obtained or otherconditions to completion of the transaction might not be satisfiedor waived; expected cost savings, synergies and other benefits fromthe Company's merger and acquisition activities, including, but notlimited to the pending acquisition of Ozarks Legacy and Bank ofThayer, might not be realized within the anticipated time frames orat all, and costs or difficulties relating to integration matters,including but not limited to customer and employee retention, mightbe greater than expected; the strength of the United States economyin general and the strength of the local economies in which weconduct operations; fluctuations in interest rates and in realestate values; monetary and fiscal policies of the Board ofGovernors of the Federal Reserve System and the U.S. Government andother governmental initiatives affecting the financial servicesindustry; the risks of lending and investing activities, includingchanges in the level and direction of loan delinquencies andwrite-offs and changes in estimates of the adequacy of theallowance for loan losses; our ability to access cost-effectivefunding; the timely development of and acceptance of our newproducts and services and the perceived overall value of theseproducts and services by users, including the features, pricing andquality compared to competitors' products and services;fluctuations in real estate values and both residential andcommercial real estate market conditions; demand for loans anddeposits in our market area; legislative or regulatory changes thatadversely affect our business; results of examinations of us by ourregulators, including the possibility that our regulators may,among other things, require us to increase our reserve for loanlosses or to write-down assets; the impact of technologicalchanges; and our success at managing the risks involved in theforegoing. Any forward-looking statements are based uponmanagement's beliefs and assumptions at the time they are made. Weundertake no obligation to publicly update or revise anyforward-looking statements or to update the reasons why actualresults could differ from those contained in such statements,whether as a result of new information, future events or otherwise.In light of these risks, uncertainties and assumptions, theforward-looking statements discussed might not occur, and youshould not put undue reliance on any forward-lookingstatements.