INVESTAR HOLDING CORPORATION (NASDAQ:ISTR) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

On March8, 2017, Investar Holding Corporation (NASDAQ: ISTR)
(Investar), the holding company for Investar Bank, entered into
an Agreement and Plan of Reorganization (the Merger Agreement)
with Citizens Bancshares, Inc. (Citizens), the parent company for
Citizens Bank, Ville Platte, Louisiana, and Investar Acquisition
Company, a Louisiana corporation and wholly-owned subsidiary of
Investar (Merger Subsidiary). The Merger Agreement provides for
the merger of the Merger Subsidiary with and into Citizens, with
Citizens as the surviving corporation, followed by the merger of
Citizens with and into Investar, with Investar as the surviving
corporation. Promptly following the holding company mergers,
Citizens Bank will merge with and into Investar Bank.

Under the terms of the Merger Agreement, all of the issued and
outstanding shares of Citizens common stock will be converted
into an aggregate amount of cash consideration equal to
$45.8million, subject to a dollar-for-dollar downward adjustment
to the extent that Citizens adjusted tangible shareholders equity
is less than $33.0million as of a date, to be determined by
Citizens, that is within ten days prior to the closing of the
merger. The adjusted tangible equity capital of Citizens will be
calculated as the sum of Citizens capital stock, surplus and
undivided profits, on a consolidated basis, excluding any
goodwill and unrealized gains or losses on available-for-sale
securities, and less certain merger costs and other specified
items.

The Merger Agreement contains customary representations and
warranties and covenants by the parties. Included among the
covenants contained in the Merger Agreement is the obligation of
Citizens not to solicit, initiate, encourage or otherwise
facilitate any inquiries or other proposals related to,
participate in any discussions or negotiations regarding or
furnish any nonpublic information related to, any alternative
business combination transaction, subject to certain exceptions.
In the event that Citizens receives an unsolicited proposal with
respect to an alternative business combination transaction that
its Board of Directors determines to be superior to the merger,
Investar will have an opportunity to match the terms of such
proposal, subject to certain requirements.

The assertions embodied in the representations and warranties
contained in the Merger Agreement were made solely for purposes
of the Merger Agreement and may be subject to important
qualifications and limitations agreed to by the parties in
connection with negotiating terms. Moreover, the representations
and warranties are subject to contractual standards of
materiality that may be different from what may be viewed as
material to shareholders, and the representations and warranties
may have been used to allocate risk between Investar and Citizens
rather than establishing matters as facts. For the foregoing
reasons, no one should rely on such representations, warranties,
covenants or other terms, provisions or conditions as statements
of factual information regarding Investar or Citizens at the time
they were made or otherwise. The representations and warranties
of the parties will not survive the closing.

Consummation of the transactions contemplated by the Merger
Agreement is subject to various customary conditions, including
(i)the approval of the shareholders of Citizens, (ii)the receipt
of certain regulatory approvals, (iii)the accuracy of the
representations and warranties of the parties and compliance by
the parties with their respective covenants and obligations under
the Merger Agreement (subject to customary materiality
qualifiers), and (iv)the absence of a material adverse change
with respect to Citizens.

The Merger Agreement contains certain termination rights,
including the right, subject to certain exceptions, of either
party to terminate the Merger Agreement if the closing has not
occurred by December31, 2017, and the right of Citizens to
terminate the Merger Agreement, subject to certain conditions, to
accept a business combination transaction deemed by its Board of
Directors to be superior to the proposed merger. The Merger
Agreement is subject to termination by either party under certain
conditions and provides for the payment of a termination fee of
$1.3million payable by Citizens, or $674,000 payable by Investar,
upon termination of the Merger Agreement under certain
circumstances by the party obligated to pay the termination fee.

The foregoing summary of the Merger Agreement is qualified in its
entirety by reference to the complete text of the Merger
Agreement, which is filed as Exhibit 2.1 to this Current Report
on Form 8-K and incorporated herein by reference in its entirety.

The Merger Agreement has been approved by the boards of directors
of each of Investar and Citizens, and the Merger Agreement has
been executed and delivered by each of the parties. Subject to
the satisfaction of all closing conditions, including the receipt
of all required regulatory and shareholder approvals, the merger
is expected to be completed in the third quarter of 2017. In
connection with the execution of the Merger Agreement, certain
directors and executive officers of Citizens entered into
customary non-competition agreements and voting agreements
related to the transaction. The non-competition agreements
provide generally that the executing party will not solicit the
former employees or customers of Citizens, or otherwise engage in
banking activities, for a period of one year following the
effective date of the merger, subject to certain exceptions. The
voting agreements generally provide that the executing party will
vote his or her shares in favor of the Merger Agreement, and
against any competing acquisition proposal, at any special
meeting of the Citizens shareholders called to consider such
transaction(s).

A press release issued by Investar is attached as Exhibit 99.1 to
this Current Report on Form 8-K.

As provided in General Instruction B.2 toForm8-K,the information
furnished in Exhibit99.1 of this Current Report on Form8-K will
not be deemed filed for purposes of Section18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), or otherwise
subject to the liabilities of that section, and such information
will not be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act,
whether made before or after the date hereof, regardless of any
general incorporation language in such filings.