Heritage Southeast Bancorporation, Inc. and VyStar Credit Union Extend Purchase Agreement

Rhea-AI Summary

Heritage Southeast Bancorporation, Inc. (HSBI) announced an extension of the deadline for regulatory approvals concerning its acquisition by VyStar Credit Union until February 28, 2022. Both parties are continuing to seek necessary approvals from regulatory bodies like the FDIC and the NCUA. Following the completion of the transaction, HSBI shareholders are expected to receive approximately $27.00 per share, subject to variations based on winding down costs. The transaction, already approved by HSBI's shareholders, may close in Q1 2022 but is not guaranteed.

Positive

• Shareholders expected to receive approximately $27.00 per share after transaction completion.
• Transaction approved by HSBI shareholders.

Negative

• Regulatory approvals are still pending, with no guarantee of a timely closing.
• Variations in per share consideration due to winding down costs and other obligations.

ATLANTA, Oct. 29, 2021 (GLOBE NEWSWIRE) -- Heritage Southeast Bancorporation, Inc. (“HSBI”) announced today that HSBI, Heritage Southeast Bank and VyStar Credit Union (“VyStar”) have mutually agreed to extend the time available to obtain regulatory approvals, satisfy other closing conditions and prepare for a smooth transition of HSBI’s business to VyStar, by waiving their respective rights to terminate the purchase agreement on or after December 31, 2021, until February 28, 2022.

HSBI, Heritage Southeast Bank and VyStar each continue to pursue regulatory approvals from the FDIC, the NCUA, the Georgia Department of Banking and Finance and the Florida Office of Financial Regulation.

While the parties continue to work toward closing the proposed business combination in 2021, the parties recognize that the timing of regulatory approval and customer notifications may result in the closing of the transaction occurring during the first quarter of 2022. However, there can be no assurance that the parties will receive regulatory approval during the first quarter, or at all. Required customer notifications include, among other things, a notice that must be given to customers at least 30 days before completion of the transaction.

Under the terms of the purchase agreement, VyStar will pay HSBI an aggregate amount estimated to provide HSBI with sufficient cash to have $27.00 per share in cash available for distribution to its shareholders after satisfaction of all of HSBI’s unconsolidated debt and any other obligations (the “per share consideration”). The per share consideration available to HSBI shareholders is subject to variations, both positive and negative, based on costs related to winding down Heritage Southeast Bank and HSBI and distributing the remaining assets to stockholders, including satisfaction of liabilities related to the liquidation accounts maintained by Heritage Southeast Bank, satisfaction of certain indebtedness, satisfaction of certain tax amounts, and termination of certain contracts, among others.  We do not intend to give further guidance as to these variations prior to closing.

In addition, pursuant to the terms of the purchase agreement, the aggregate purchase price paid by VyStar to HSBI will increase by an amount equal to HSBI’s consolidated net profit, after certain deductions, for each month from October 1, 2021, through the closing date. For the nine months ended September 30, 2021, HSBI’s monthly consolidated net profit, less certain deductions provided for in the purchase agreement, averaged approximately $1.2 million per month. No assurances are provided that future performance will be comparable to past performance.

The transaction has been approved by HSBI shareholders, but remains subject to customary closing conditions, including the receipt of regulatory approvals. The distribution of cash to HSBI stockholders is expected to occur shortly following completion of the sale of assets to VyStar.

About Heritage Southeast Bancorporation, Inc.

Heritage Southeast Bancorporation, Inc. (OTCQX: HSBI) 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 $1.6 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 at www.myhsbi.com.

Forward Looking Statements:

This press release contains forward-looking statements. These forward-looking statements include, but are not limited to, statements about the benefits of the proposed acquisition of HSBI by VyStar, statements related to the expected timing of the completion of the acquisition, the combined company's plans, objectives, expectations and intentions, and other statements that are not historical facts. Forward-looking statements may be identified by terminology such as "may," "will," "should," "scheduled," "plans," "intends," "anticipates," "expects," "believes," estimates," "potential," or "continue" or negatives of such terms or other comparable terminology. All forward-looking statements in this press release, or in any other written or oral communication that relates to the proposed acquisition or to matters that may affect such proposed acquisition are subject to risks, uncertainties and other factors that may cause the actual results, performance or achievements of HSBI or VyStar to differ materially from any results expressed or implied by such forward-looking statements. Such factors include, among others, (1) disruption from the proposed acquisition with customers, suppliers, employees or other business partners, (2) the occurrence of any event, change or other circumstances that could give rise to the termination of the agreement, (3) the ability by the parties to obtain required governmental approvals of the acquisition (4) the failure of the closing conditions in the agreement to be satisfied, or any unexpected delay in closing the acquisition, and (5) general competitive, economic, political and market conditions.

HSBI disclaims any obligation to update or revise any forward-looking statements contained in this communication (which statements speak only as of the date hereof), or in any other written or oral communication that relates to the proposed combination or to matters that may affect such proposed combination, whether as a result of new information, future events or otherwise.

Heritage Southeast Bancorporation, Inc. and its subsidiary disclaim any obligation to update or revise any forward-looking statements contained in this press release, which speak only as of the date hereof, whether as a result of new information, future events or otherwise, except as required by law.

CONTACT
Leonard A. Moreland	Philip F. Resch
Chief Executive Officer	Chief Financial Officer
Heritage Southeast Bancorporation, Inc.
101 North Main Street
P.O. Box 935
Jonesboro, GA 30236
(770) 824-9934

FAQ

What is the current status of HSBI's acquisition by VyStar?

HSBI and VyStar have extended their agreement to February 28, 2022, to secure regulatory approvals.

When is the expected closing date for HSBI's acquisition by VyStar?

The closing is anticipated in the first quarter of 2022, but it's not guaranteed.

What will HSBI shareholders receive after the acquisition?

Shareholders are expected to receive approximately $27.00 per share, subject to variations.

What are the pending conditions for the HSBI and VyStar transaction?

The transaction is subject to regulatory approvals from various financial oversight bodies.

How much was HSBI's monthly consolidated net profit before the acquisition?

For the nine months ending September 30, 2021, HSBI's average monthly consolidated net profit was approximately $1.2 million.