The First Bancshares, Inc. (OTCMKTS:FBSI) Files An 8-K Completion of Acquisition or Disposition of Assets

The First Bancshares, Inc. (OTCMKTS:FBSI) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01

Completion of Acquisition or Disposition of Assets
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Closing of Acquisition of FPB Financial Corp.

Effective March 1, 2019, The First Bancshares, Inc., a Mississippi corporation (the “Company” or “First Bancshares”) completed its previously-announced merger (the “Merger”) with FPB Financial Corp., a Louisiana corporation (“FPB”) to that certain Agreement and Plan of Merger by and between the First Bancshares and FPB, dated as November 6, 2018 (the “Merger Agreement”). At the closing, FPB merged with and into First Bancshares, with First Bancshares as the surviving corporation. Following the Merger, FPB’s wholly-owned subsidiary bank, Florida Parishes Bank, merged with and into the First Bancshares’ wholly-owned subsidiary bank, The First, A National Banking Association (“The First”), with The First as the surviving bank and continuing its corporate existence under the name “The First, A National Banking Association” (the “Bank Merger”, and together with the Merger, the “Mergers”).

to the Merger Agreement, FPB shareholders are entitled to receive for each share of FPB common stock outstanding immediately prior to the Merger 0.8792 of a share of First Bancshares common stock. Each outstanding share of First Bancshares common stock remained outstanding and was unaffected by the Mergers. As a result of the Mergers, First Bancshares will issue approximately 2,377,664 shares of First Bancshares common stock to former FPB shareholders.

The foregoing description of the Mergers and the Merger Agreement does not purport to be complete and is qualified in its entirety by the Merger Agreement, which is incorporated herein by reference to Exhibit 2.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on November 6, 2018.

On March 4, 2019, First Bancshares issued a press release announcing the completion of the Mergers and an investor presentation outlining the final financial terms of the Mergers. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. A copy of the investor presentation is included as Exhibit 99.2 to this to this Current Report on Form 8-K and is incorporated by reference herein

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release of The First Bancshares, Inc., dated March 4, 2019.

EX-99.1 2 tv515328_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1   The First Bancshares,…
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About The First Bancshares, Inc. (OTCMKTS:FBSI)

First Bancshares, Inc. is a holding company of First Home Savings Bank (the Bank). The Bank is primarily engaged in providing a range of banking and mortgage services to individual and corporate customers in southern Missouri. The Bank offers its services in various categories, such as online banking, personal banking and business banking. The Bank’s FirstNet provides access for various banking needs. FirstNet is a free service, including free online BillPay, which is accessible from home or office. Its personal banking services include personal checking accounts, personal savings and money market accounts, personal certificate of deposits and individual retirement accounts, and deposit rates. Its business banking services include business checking accounts, and business savings and money market accounts. The Bank has seven branch facilities in Marshfield, Ava, Kissee Mills, Gainesville, Sparta, Crane and Springfield, which are located in Missouri.

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