Ameris Bancorp (NASDAQ:ABCB) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01 Completion of Acquisition or Disposition of Assets.
On May 25, 2018, Ameris Bancorp (the “Company”) completed its previously announced merger with Atlantic Coast Financial Corporation (“Atlantic”), to an Agreement and Plan of Merger dated as of November 16, 2017 between the Company and Atlantic (the “Merger Agreement”). In connection with closing, Atlantic merged with and into the Company, with the Company as the surviving corporation (the “Merger”). to the Merger Agreement, each share of the common stock of Atlantic issued and outstanding immediately prior to the closing of the Merger, including restricted shares, all of which immediately vested in full upon consummation of the Merger, was automatically converted into the right to receive $1.39 in cash and 0.17 shares of the common stock of the Company. Each outstanding share of the Company’s common stock remained outstanding and was unaffected by the Merger. Immediately following the Merger, Atlantic Coast Bank, a Florida banking corporation and formerly a wholly owned subsidiary of Atlantic, merged with and into Ameris Bank, a Georgia banking corporation and wholly owned subsidiary of the Company, with Ameris Bank surviving such merger.
As a result of the closing of the Merger, the Company will pay approximately $21.6 million to the former stockholders of Atlantic and issue to such stockholders approximately 2.64 million shares of its common stock, which shares had an aggregate value of approximately $148.5 million based on the closing price of the Company’s common stock on May 25, 2018.
The Merger does not constitute a business acquisition at the significance level that would require the filing of financial statements as contemplated by Rule 3-05 of Regulation S-X.
The description contained herein of the Merger Agreement is qualified in its entirety by reference to the terms of such document, which is attached hereto as Exhibit 2.1 and incorporated herein by reference.
Item 8.01 Other Events.
On May 29, 2018, the Company issued a press release announcing the closing of the Merger. A copy of that press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Ameris Bancorp ExhibitEX-99.1 2 tv495211_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 News Release For more information,…To view the full exhibit click here
About Ameris Bancorp (NASDAQ:ABCB)
Ameris Bancorp is a financial holding company. The Company’s business is conducted through its banking subsidiary, Ameris Bank (the Bank), which provides a range of banking services to its retail and commercial customers. The Company operates through four segments: the Banking Division, the Retail Mortgage Division, the Warehouse Lending Division and the SBA Division. The Banking Division is engaged in the delivery of financial services, which include commercial loans, consumer loans and deposit accounts. The Retail Mortgage Division is engaged in the origination, sales and servicing of one- to four-family residential mortgage loans. The Warehouse Lending Division is engaged in the origination and servicing of warehouse lines to other businesses that are secured by underlying one- to four-family residential mortgage loans. The SBA Division is engaged in the origination, sales and servicing of small business administration (SBA) loans.
