Poplar Bluff, Missouri, Sept. 20, 2022 (GLOBE NEWSWIRE) — Southern Missouri Bancorp, Inc. (NASDAQ:SMBC, “, Southern Missouri”, )), the parent corporation of Southern Bank, and Citizens Bancshares Co. (“Citizens”), the parent company of Citizens Bank and Trust Company, today announced the signing of a definitive merger agreement whereby Southern Missouri will acquire Citizens in a stock and cash transaction.

Citizens operates 14 banking centers throughout greater Kansas City, St. Joseph and Northwest Missouri. At June 30, 2022, Citizens’ consolidated assets were $1.0 billion, including net loans of $465 million, while deposits totaled $879 million.

Southern Missouri reported total assets at June 30, 2022, of $3.2 billion, including net loans of $2.7 billion, and total deposits of $2.8 billion. On a pro forma basis, following the acquisition, the combined company’s total assets will approximate $4.5 billion, with net loans of $3.3 billion, and total deposits of $3.8 billion. The combined company will operate 65 locations in Missouri, Arkansas, Illinois, and Kansas.

Greg Steffens, Chairman and Chief Executive Officer of Southern Missouri, commented, “Southern Missouri Bancorp is very pleased to announce this partnership with Citizens. Citizens’ franchise covers excellent communities, including the Kansas City metropolitan area. They have developed a strong deposit base and have a long history of serving their customers, which will be a great addition to our continued growth. Additionally, a presence in Kansas City helps transform Southern Missouri into a more significant statewide player in Missouri as we continue to build long-term shareholder value.”

“This merger provides an opportunity for Citizens to join forces with a growing organization, while remaining committed to community banking,” said Roger Arwood, President and Chief Executive Officer of Citizens. “We look forward to the opportunities and benefits this combination will bring to our customers and communities, in terms of a larger legal lending limit and broader branch coverage across Missouri.”

Matt Funke, President and Chief Administrative Officer for Southern Missouri, added, “In addition to the long-term strategic importance of access to these new markets, Citizens provides us with immediate benefits from their excellent deposit base, and a concentration of short-duration instruments on the asset side of their balance sheet. Their deposit base will help us to manage our cost of funds, and the structure of their assets will help us manage our interest rate risk in this environment of rapidly changing interest rates.”

Under the terms of the merger agreement, unanimously approved by the boards of both entities, Citizens’ shareholders will have the right to elect either a fixed exchange ratio of 1.1448 shares of Southern Missouri common stock or a cash payment of $53.50 for each Citizens’ share, subject to adjustment based on Citizens’ capital and the total outstanding shares of Citizens at closing. Based on Southern Missouri’s average closing stock price of $52.53 over the 20-day trading period ended September 19, 2022, the aggregate transaction value is approximately $140 million.

The deal value equates to 150% of …

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