The First Bancshares, Inc. and Heritage Southeast Bancorporation, Inc. Announce Receipt of Shareholder Approvals for Merger

Rhea-AI Summary

The First Bancshares (FBMS) and Heritage Southeast Bancorporation (HSBI) have announced the approval of their merger by shareholders from both companies. This merger, guided by a previously established agreement, is expected to officially close on January 1, 2023, following all regulatory requirements. First Bancshares operates The First Bank across several states, while HSBI oversees Heritage Southeast Bank with around $1.7 billion in assets. This merger aims to enhance operational efficiencies and market presence.

Positive

• Shareholder approval received for the merger, enhancing confidence in the transaction.
• Expected operational synergies from the merger may improve overall efficiency.
• Increased market presence due to the combined assets and resources.

Negative

• Potential integration challenges that may delay the anticipated benefits of the merger.
• The risk of shareholder dilution due to issuance of additional shares.
• Uncertainties regarding the realization of cost savings and revenue synergies.

HATTIESBURG, Miss. & ATLANTA--(BUSINESS WIRE)-- The First Bancshares, Inc. (NASDAQ: FBMS) (“First Bancshares” or the “Company”), the holding company for The First Bank, and Heritage Southeast Bancorporation, Inc. (OTC: HSBI) (“HSBI”), the holding company for Heritage Southeast Bank, announced today that the previously announced merger between First Bancshares and HSBI, pursuant to the Agreement and Plan of Merger, dated as of July 27, 2022 (the “Merger Agreement”), has been approved by the shareholders of each of First Bancshares and HSBI.

First Bancshares previously announced the receipt of all necessary regulatory approvals for the consummation of the transactions contemplated by the Merger Agreement, including the proposed merger of Heritage Southeast Bank with and into The First Bank. Subject to customary closing conditions, the transaction is expected to become effective as of January 1, 2023.

About The First Bancshares, Inc.

The First Bancshares, Inc., headquartered in Hattiesburg, Mississippi, is the parent company of The First Bank. Founded in 1996, The First Bank has operations in Mississippi, Louisiana, Alabama, Florida and Georgia. The Company’s stock is traded on the NASDAQ Global Market under the symbol FBMS. Additional information is available on the Company’s website: www.thefirstbank.com.

About Heritage Southeast Bancorporation, Inc. and Heritage Southeast Bank

Heritage Southeast Bancorporation, Inc. serves as the holding company for Heritage Southeast Bank, which is headquartered in Jonesboro, GA and operates under the names “Heritage Bank,” “The Heritage Bank,” and “Providence Bank” in its various markets. With approximately $1.7 billion in assets, the bank provides a well-rounded offering of commercial and consumer products through its 23 locations. For additional information, visit the HSBI website (myhsbi.com).

Cautionary Statements Regarding Forward-Looking Information.

This communication contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. In general, forward-looking statements usually use words such as “may,” “believe,” “expect,” “anticipate,” “intend,” “will,” “should,” “plan,” “estimate,” “predict,” “continue” and “potential” or the negative of these terms or other comparable terminology, including statements related to the expected timing of the closing of the proposed transactions between the Company and Heritage (the “Merger”). Forward-looking statements represent management’s beliefs, based upon information available at the time the statements are made, with regard to the matters addressed. Such forward-looking statements are not guarantees of future performance.

Forward-looking statements are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results or financial condition to differ materially from those expressed in or implied by such statements. With respect to the Merger, factors that could cause or contribute to such differences include, but are not limited to (1) the risk that the cost savings and any revenue synergies from the Merger may not be realized or take longer than anticipated to be realized, (2) disruption from the Merger with customers, suppliers, employee or other business partners relationships, (3) the occurrence of any event, change or other circumstances that could give rise to the termination of one or both of the definitive agreement in respect of the Merger, (4) the risk of successful integration of Heritage into the Company, (5) the failure to obtain the necessary approval by the shareholders of Heritage, (6) the amount of the costs, fees, expenses and charges related to the Merger, (7) the ability by the Company to obtain required governmental approvals of the Merger, (8) reputational risk and the reaction of each of the companies’ customers, suppliers, employees or other business partners to the Merger, (9) the failure of the closing conditions in the definitive agreements in respect of the Merger to be satisfied, or any unexpected delay in closing of the Merger, (10) the risk that the integration of the operations of Heritage into the operations of the Company will be materially delayed or will be more costly or difficult than expected, (11) the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (12) the dilution caused by the Company’s issuance of additional shares of its common stock in the Merger, and (13) general competitive, economic, political and market conditions. Additional factors which could affect the forward looking statements can be found in the cautionary language included under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other documents subsequently filed by the Company with the SEC. Consequently, no forward-looking statement can be guaranteed.

Neither the Company nor Heritage undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For any forward-looking statements made in this communication, any exhibits hereto or any related documents, the Company and Heritage claim protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

View source version on businesswire.com: https://www.businesswire.com/news/home/20221229005300/en/

The First Bancshares, Inc.

M. Ray “Hoppy” Cole, Jr.

Chief Executive Officer



Dee Dee Lowery

Chief Financial Officer



(601) 268-8998

Source: The First Bancshares, Inc.

FAQ

What is the merger between FBMS and HSBI about?

The merger involves the consolidation of First Bancshares, Inc. and Heritage Southeast Bancorporation, Inc., aiming to enhance operational efficiencies and market presence.

When is the FBMS and HSBI merger expected to close?

The merger is anticipated to close on January 1, 2023, subject to customary closing conditions.

What are the potential benefits of the FBMS and HSBI merger?

The merger is expected to result in operational synergies, improved efficiency, and increased market presence.

What financial risks are associated with the FBMS and HSBI merger?

Risks include potential integration challenges, shareholder dilution, and uncertainties in achieving projected cost savings.