SCB shareholders will receive 0.4116 shares of SmartFinancial common stock for each share of SCB common stock held
SmartFinancial to acquire Sevier County Bancshares. (Credit: Tumisu from Pixabay.)
SmartFinancial, Inc., (Nasdaq: SMBK) (“SmartFinancial”), parent company of SmartBank, and Sevier County Bancshares, Inc., (“SCB”), parent company of Sevier County Bank, jointly announced today their entry into an agreement and plan of merger pursuant to which SmartFinancial will acquire SCB.
As of December 31, 2020, SCB had approximately $424 million of total assets, $381 million in deposits, and $243 million in net loans with six branches in Sevier County, Tennessee and one branch in Richmond, Virginia. The proposed transaction will improve SmartFinancial’s market share to #1 in Sevier County, Tennessee based on deposits as of June 30, 2020 and become the 4th largest community bank headquartered in Tennessee, with total consolidated assets in excess of $3.7 billion. Additionally, SmartFinancial will enter the Richmond, Virginia market with the addition of SCB’s six-person commercial banking team. The Richmond team brings decades of commercial banking experience in the rapidly growing Richmond, Virginia area.
“We are pleased to partner with Sevier County Bank, which has a multi-generational history within our legacy footprint and is a company that we have known and admired for years,” explained Billy Carroll, President and CEO of SmartFinancial. “Our familiarity with their leadership team and common market area are what attracted us to this opportunity. This merger is reflective of our philosophy of partnering with banks that hold core values similar to our own and have a commitment to serving their local communities.”
“SCB operates with a core mission of ‘Keeping Community in Business’, which complements SmartFinancial’s mission of serving clients and delivering ‘WOW’ experiences. We will offer more convenience to Sevier County Bank customers through a large regional branch network and enhanced product offerings and services,” commented Miller Welborn, Chairman of the Board of SmartFinancial. “Additionally, we are extremely enthusiastic about the new opportunities ahead for our company in the Richmond, Virginia market area. We look forward to continued growth and new opportunities in this new market.”
SCB shareholders will receive 0.4116 shares of SmartFinancial common stock for each share of SCB common stock currently held, provided that holders of fewer than 20,000 shares of SCB common stock will have the option to receive cash for their shares in an amount to be calculated based on the average trading price of SmartFinancial’s common stock prior to the closing of the transaction. The transaction is valued on an aggregate basis at approximately $38.2 million, based on SmartFinancial’s closing stock price on April 13, 2021. Based on SCB’s tangible common equity as of December 31, 2020, the implied price to tangible book value is approximately 128%.
The acquisition, which is subject to customary closing conditions including the approval of SCB shareholders and the receipt of all necessary regulatory approvals, is expected to be completed in early third quarter of 2021.
Upon completion of the merger, John Presley, Executive Chairman, will join the boards of both SmartFinancial and SmartBank. “This partnership will provide us new opportunities to increase the depth of products and services we can offer to our customers, while providing significant value to our shareholders,” remarked Presley. “Importantly, SmartBank shares our commitment to community banking and understands the value we provide to the communities we serve. We have great history and pride in being a strong and trusted resource for our customers and communities, and I am honored to continue this legacy as a future director of SmartFinancial.”
Source: Company Press Release