Southside Bancshares, Inc. (NASDAQ:SBSI) Files An 8-K Entry into a Material Definitive Agreement

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Southside Bancshares, Inc. (NASDAQ:SBSI) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.>

Agreement and Plan of Merger
Mergers. On June 12, 2017, Southside Bancshares, Inc., a Texas
corporation (Southside), and Rocket Merger Sub, Inc., a Texas
corporation and a wholly-owned subsidiary of Southside (Merger
Subsidiary), entered into an Agreement and Plan of Merger (the
Merger Agreement) with Diboll State Bancshares, Inc., a Texas
corporation (Diboll). The Merger Agreement provides that, subject
to the terms and conditions thereof, Merger Subsidiary will merge
with and into Diboll (the First Merger), with Diboll continuing as
the surviving corporation (the Surviving Corporation), and then
immediately after the First Merger and as a part of an integrated
plan, the Surviving Corporation will merge with and into Southside
(the Second Merger, and together with the First Merger, the
Mergers), with Southside as the surviving corporation. The Board of
Directors of Southside (the Board) unanimously approved the Merger
Agreement on June 12, 2017.
to the Merger Agreement, at the effective time of the First Merger,
each outstanding share of common stock of Diboll, par value $1.00
per share (the Diboll Common Stock), issued and outstanding
immediately prior to the effective time of the Mergers (other than
any Cancelled Shares and any Dissenting Shares, as such terms are
defined in the Merger Agreement), will cease to be outstanding and
will be converted into the right to receive (i) a cash amount (the
Cash Consideration) equal to the quotient of up to $25,000,000,
less the amount paid by Diboll upon the cashless exercise of stock
options for cash prior to the closing of the First Merger and
subject to adjustment based on Dibolls closing net book value,
divided by the number of shares of Diboll Common Stock issued and
outstanding immediately prior to the effective time of the Mergers
(after giving effect to any valid exercises of outstanding Diboll
equity awards prior to the effective time of the Mergers) (the
Diboll Outstanding Share Number), and (ii) a number of shares of
common stock, par value $1.25 per share, of Southside (Southside
Common Stock), equal to the quotient of 5,535,000 divided by the
Diboll Outstanding Share Number (the Stock Consideration, and
together with the Cash Consideration, the Per Share Merger
Consideration), without interest, on the terms and subject to the
conditions set forth in the Merger Agreement. Shares of Diboll
Common Stock owned directly by Southside or Diboll will be
cancelled and shall not be entitled to receive the Per Share Merger
Consideration, subject to certain exceptions set forth in the
Merger Agreement.
Immediately following the Second Merger, First Bank and Trust East
Texas, a Texas banking association (Diboll Bank Subsidiary) and,
immediately prior to the First Merger, a wholly-owned subsidiary of
Diboll, will merge with and into Southside Bank, a Texas banking
association and wholly-owned subsidiary of Southside, with
Southside Bank surviving the merger (the Bank Merger). As a result,
upon completion of the transactions contemplated by the Merger
Agreement, Southside, the surviving entity following both the First
and Second Mergers, will own Southside Bank, the surviving entity
in the Bank Merger.
Treatment of Equity Awards. to the Diboll State Bancshares, Inc.
Incentive Stock Option 2014 – Plan, and the individual award
agreements granted thereunder, all outstanding equity awards shall
terminate as of the effective time of the Mergers, and shall
thereafter be null and void. Holders of stock options granted under
such plan will have the opportunity to exercise their options prior
to the effective time of the Mergers.
Board of Directors. Upon completion of the Mergers, Southside will
increase the size of the Board and appoint two then-current
directors of Diboll to serve as directors of Southside, at least
one of whom will be an independent director of Southside. The two
designees will be appointed to serve a term that expires at the
Annual Meeting of Shareholders of Southside in 2018, and the
Nominating Committee of the Board shall consider in good faith the
nomination for re-election of each such director one of which will
be considered for re-election for a term that expires at the Annual
Meeting of Shareholders in 2020 and the other director will be
considered for re-election for a term that expires at the Annual
Meeting of Shareholders in 2019.
Representations, Warranties and Covenants; No Solicitation. Each of
Southside and Diboll has made customary representations, warranties
and covenants in the Merger Agreement. Additionally, Diboll has
agreed (i) not to solicit, initiate or facilitate any alternative
business combination transaction or, subject to certain exceptions,
participate in discussions or negotiations regarding, or furnish
any non-public information relating to, any alternative business
combination transaction or (ii) subject to certain exceptions, not
to withdraw or modify in a manner adverse to Southside or Merger
Subsidiary, the recommendation of the Diboll board of directors
that Dibolls shareholders approve the First Merger. In the event
that Diboll receives a proposal with respect to an alternative
business combination transaction that the Diboll board of directors
determines is superior to the Mergers, Southside will have an
opportunity to match the terms of such proposal, subject to certain
requirements.
Conditions to Closing. Consummation of the Mergers is subject to
various customary conditions, including (i) approval of the First
Merger by shareholders of Diboll holding two-thirds of the
outstanding shares of Diboll Common Stock; (ii) the listing on
NASDAQ of the aggregate Stock Consideration; (iii) the U.S.
Securities and Exchange Commission (SEC) having declared effective
Southsides registration statement covering the issuance of shares
of Southside Common Stock in the First Merger; (iv)
the receipt of certain regulatory approvals; (v) the receipt by
each party of a tax opinion to the effect that the Mergers will
qualify as a reorganization within the meaning of 368(a) of the
Internal Revenue Code of 1986, as amended; (vi) the accuracy of
certain 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 (vii) the absence of a material adverse
effect with respect to the either Southside or Diboll.
Termination; Termination Fee. The Merger Agreement contains certain
termination rights, including the right, subject to certain
exceptions, of either party to terminate the Merger Agreement if
the Merger is not consummated on or prior to March 12, 2018, and
the right of Diboll to terminate the Merger Agreement, subject to
certain conditions, to accept a business combination transaction
deemed to be superior to the Mergers by the Diboll board of
directors. In certain circumstances specified in the Merger
Agreement, Diboll is required to pay a termination fee of $9.0
million to Southside in the event of a termination of the Merger
Agreement. Additionally, under certain circumstances, Southside and
Diboll may each seek specific performance of the other partys
obligations under the Merger Agreement.
The representations, warranties and covenants set forth in the
Merger Agreement (i) were made solely for purposes of the Merger
Agreement, (ii) may be subject to important exceptions,
qualifications, limitations and supplemental information agreed
upon by the contracting parties, (iii) will not survive the closing
of the Mergers, (iv) are subject to materiality standards which may
differ from what may be viewed as material to investors and (v)
were made only as of the date of the Merger Agreement or such other
date as specified in the Merger Agreement.
Voting and Support Agreement
On June 12, 2017, concurrently with the execution of the Merger
Agreement, Southside entered into voting and support agreements
(the Support Agreements) with each director and certain significant
shareholders of Diboll, solely in their capacity as shareholders of
Diboll, to which each such person agreed to, among other things,
vote their shares in favor of the approval of the Mergers and the
other transactions contemplated by the Merger Agreement, and the
approval of any proposal to adjourn or postpone a meeting if there
are not sufficient votes for the adoption and approval of the
Merger Agreement at the special meeting, and against certain other
actions, proposals, transactions or agreements that would be
detrimental to the consummation of the Mergers. to the Support
Agreements, the Diboll directors and significant shareholders also
agreed not to sell or otherwise dispose of any Diboll Common Stock
until after the meeting of Diboll shareholders to vote on the
Mergers. As of June 12, 2017, Dibolls directors and significant
shareholders who signed Support Agreements collectively owned
approximately 45.2% of the outstanding shares of Diboll Common
Stock. The Support Agreements also provide that the Diboll
directors and significant shareholders shall not, for a period of
two years, compete with Southside, solicit or induce certain
employees to terminate employment with Southside or solicit, divert
or take away certain customers of Southside for the purpose of
selling any product provided by Southside.
The Support Agreements will terminate automatically upon the
earlier of (i) the termination of the Merger Agreement and (ii) the
effective date of the First Merger.
Key Employee Agreements
Simultaneous with the execution of the Merger Agreement, Southside
and Southside Bank entered into key employee agreements with each
of Jay Shands, Dibolls current Chairman, President and Chief
Executive Officer, Trey Denman, Dibolls current Director and
Executive Vice President, and James Denman, Dibolls current Vice
President and Treasurer, and certain other officers and employees
of Diboll. to the key employee agreements, Mr. Shands, III, Mr.
Denman, III and Mr. Denman will serve as Regional President, East
Texas, Executive Vice President and Executive Vice President,
respectively, of Southside Bank, effective upon completion of the
First Merger. Each key employee agreement is also conditioned upon
and shall become effective only upon the consummation of the First
Merger.
Item 9.01 Financial Statements and Exhibits
Exhibit No.
Description
99.1
Press Release dated June 12, 2017 regarding mergers.
99.2
Investor Presentation dated June 12, 2017 regarding
mergers.
Forward-Looking Statements
Certain statements of other than historical fact that are contained
in this document and in other written materials, press releases and
oral statements issued by or on behalf of Southside Bancshares,
Inc. (Southside) or Diboll State Bancshares, Inc. (Diboll) may be
considered to be “forward-looking statements” within the meaning
of and subject to the protections of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements are
not guarantees of future performance, nor should they be relied
upon as representing management’s views as of any subsequent date.
These statements may include words such as “expect,”
“estimate,” “project,” “anticipate,” “appear,” “believe,”
“could,” “should,” “may,” “likely,” “intend,”
“probability,” “risk,” “target,” “objective,” “plans,”
“potential,” and similar expressions, although not all
forward-looking statements contain such language. Forward-looking
statements are statements with respect to Southsides or Dibolls
beliefs, plans, expectations, objectives, goals, anticipations,
assumptions, estimates, intentions and future performance and are
subject to significant known and unknown risks and uncertainties,
which could cause Southsides or Dibolls actual results,
respectively, to differ materially from the results discussed in
the forward-looking statements. For example, statements about the
proposed merger involving Southside and Diboll, including future
financial and operating results, Southsides and Dibolls plans,
objectives, expectations and intentions, the expected timing of
completion of the merger and other statements are not historical
facts. Among the key factors that could cause actual results to
differ materially from those indicated by such forward-looking
statements are the following: (i) the ability to obtain the
requisite Diboll shareholder approval; (ii) the risk that a
regulatory approval that may be required for the proposed merger is
not obtained or is obtained subject to conditions that are not
anticipated; (iii) the risk that a condition to the closing of the
merger may not be satisfied; (iv) the timing to consummate the
proposed merger; (v) the risk that the businesses will not be
integrated successfully; (vi) the risk that the cost savings and
any other synergies from the transaction may not be fully realized
or may take longer to realize than expected; (vii) disruption from
the transaction making it more difficult to maintain relationships
with customers, employees or vendors; (viii) the diversion of
management time on merger-related issues; and (ix) liquidity risk
affecting Southsides and Dibolls abilities to meet its obligations
when they come due.
Additional information concerning Southside and its business,
including additional factors that could materially affect its
financial results, is included in Southsides Annual Report on Form
10-K for the year ended December 31, 2016 under “Business” and
Item 1A. “Risk Factors,” and in Southsides other filings with the
Securities and Exchange Commission (the SEC). Except as required by
law,>each of Southside and Diboll disclaims any obligation to
update any factors or to announce publicly the result of revisions
to any of the forward-looking statements included herein to reflect
future events or developments.
Additional Information About the Proposed Mergers and Where to Find
It
Southside Bancshares, Inc. will file a registration statement on
Form S-4 with the SEC in connection with the proposed transaction.
The registration statement will include a proxy statement of Diboll
State Bancshares, Inc. that will also constitute a prospectus of
Southside Bancshares, Inc. After the registration statement is
declared effective by the SEC, a definitive proxy
statement/prospectus will be delivered to the shareholders of
Diboll State Bancshares, Inc. SOUTHSIDE BANCSHARES, INC. AND DIBOLL
STATE BANCSHARES, INC. URGE INVESTORS AND SECURITY HOLDERS TO READ
THE DEFINITIVE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED
TRANSACTION WHEN IT BECOMES AVAILABLE, AS WELL AS ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security
holders may obtain (when available) copies of all documents filed
with the SEC regarding the transaction, free of charge, at the SECs
website (www.sec.gov). You may also obtain these documents, free of
charge, from: (i) Southside Bancshares, Inc.s website
(www.southside.com) under the tab Investor Relations, and then
under the tab Documents; (ii) Southside Bancshares, Inc. upon
written request to Corporate Secretary, P.O. Box 8444, Tyler, Texas
75711; or (iii) Diboll State Bancshares, Inc. upon written request
to Jay Shands at 104 North Temple Drive, Diboll, TX 75941.


About Southside Bancshares, Inc. (NASDAQ:SBSI)

Southside Bancshares, Inc. (Southside) is a bank holding company for Southside Bank (the Bank). The Company is a community-focused financial institution that offers a range of financial services to individuals, businesses, municipal entities, and nonprofit organizations in the communities. The Company operates through approximately 60 banking centers, over 20 of which are located in grocery stores, and 25 motor bank facilities. Its services include consumer and commercial loans, deposit accounts, trust services, safe deposit services and brokerage services. The Company’s consumer loan services include one- to four-family residential mortgage loans, home equity loans, home improvement loans, automobile loans and other installment loans. The Company’s Commercial real estate loans primarily include loans collateralized by commercial office buildings, retail, medical facilities and offices, warehouse facilities, hotels and churches.