공시 • Jan 03
SouthState Corporation (NYSE:SSB) completed the acquisition of Independent Bank Group, Inc. (NasdaqGS:IBTX) from Vincent J. Viola and others.
SouthState Corporation (NYSE:SSB) executed the initial draft LOI to acquire Independent Bank Group, Inc. (NasdaqGS:IBTX) from Vincent J. Viola and others on March 27, 2024. SouthState Corporation entered into an Agreement and Plan of Merger to acquire Independent Bank Group, Inc. from Vincent J. Viola and others for $2 billion on May 17, 2024. Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.01 per share, of IBTX (the “IBTX Common Stock”), other than certain shares held by IBTX or SouthState, will be converted into the right to receive 0.60 shares (the “Exchange Ratio”) of common stock. Based on SouthState's closing stock price of $80.85 as of May 17, 2024, this equates to a per share value of $48.51. Under the terms, SouthState will acquire IBTX in an all-stock transaction by means of a merger of IBTX with and into SouthState with SouthState surviving the Merger. Immediately following the Merger, IBTX’s wholly owned banking subsidiary, Independent Bank (d/b/a Independent Financial), will merge with and into SouthState’s wholly owned banking subsidiary, SouthState Bank, National Association, with SouthState Bank, National Association surviving the Bank Merger and continuing as the surviving bank. The Merger Agreement provides certain termination rights for both SouthState and IBTX and further provides that a termination fee of $60,915,000 will be payable by IBTX to SouthState or a termination fee of $186,000,000 will be payable by SouthState to IBTX, as applicable, in the event the Merger Agreement is terminated.
At the effective time of the Merger, three directors of IBTX as of immediately prior to the effective time of the Merger will be added to SouthState’s board of directors. The three new directors will include the current Chairman and Chief Executive Officer of IBTX, David R. Brooks, the current Lead Independent Director of IBTX, G. Stacy Smith, and one additional IBTX director to be mutually agreed by SouthState and IBTX. The completion of the Merger is subject to customary conditions, including (a) approval of the Merger Agreement by each of SouthState’s and IBTX’s respective shareholders and approval of the issuance of shares of SouthState Common Stock to be issued in the Merger by SouthState’s shareholders, (b) approval for listing on the NYSE of the shares of SouthState Common Stock to be issued in the Merger, subject to official notice of issuance, (c) the receipt of specified governmental consents and approvals, and termination or expiration of all applicable waiting periods in respect thereof, in each case without the imposition of a Materially Burdensome Condition, (d) effectiveness of a registration statement on Form S-4 for the shares of SouthState Common Stock to be issued in the Merger, and (e) the absence of any order, injunction, decree or other legal restraint preventing the completion of the Merger or the Bank Merger or prohibiting or making illegal the completion of the Merger or the Bank Merger. Each party’s obligation to complete the Merger is also subject to certain additional customary conditions, including (i) subject to certain exceptions, the accuracy of the representations and warranties of the other party, (ii) performance in all material respects by the other party of its obligations under the Merger Agreement and (iii) receipt by such party of an opinion from counsel to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. The Merger Agreement was approved by the board of directors of each of SouthState and IBTX by the unanimous vote of the directors present at the applicable meeting. On August 14, 2024, Independent Bank Group held a special meeting of its shareholders where the transaction was approved. The transaction is expected to close by the end of the first quarter of 2025. Transaction will have significant EPS accretion with manageable tangible book value dilution. A special meeting of holders of IBTX common stock will be held virtually on August 14, 2024. As on December 13, 2024 all required regulatory approvals have been received and transaction is expected to close on or about January 1, 2025.
Raymond James & Associates, Inc. is serving as exclusive financial advisor and fairness opinion provider for SouthState and George R. Bason Jr., Evan Rosen and Margaret E. Tahyar, Veronica M. Wissel, Charlotte R. Fabiani, Corey M. Goodman of Davis Polk & Wardwell LLP serving as legal counsels to SouthState in the transaction. Keefe, Bruyette & Woods, A Stifel Company, (KBW) is serving as exclusive financial advisor and Jacob A. Kling and Steven R. Green of Wachtell, Lipton, Rosen & Katz is serving as legal counsels to Independent Bank Group in the transaction. Keefe, Bruyette & Woods also provided fairness opinion to the board of directors of IBTX. Raymond James & Associates, Inc. and Davis Polk & Wardwell LLP acted as due diligence providers to SSB. Wachtell, Lipton, Rosen & Katz LLP acted as due diligence provider to IBTX. The transfer agent and registrar for SouthState common stock is Computershare, Inc. Innisfree M&A Incorporated acted as proxy solicitor to SSB and IBTX. SouthState has retained Innisfree, for a fee of $40,000 plus (i) a success fee of $20,000 if SouthState shareholders approve the merger and (ii) reimbursement of out-of-pocket expenses for its services. IBTX has retained Innisfree, for a fee of up to $60,000 plus reimbursement of out-of-pocket expenses for its services. Pursuant to the KBW engagement agreement, IBTX agreed to pay KBW a cash fee equal to $25,000,000, $2,000,000 of which became payable to KBW with the rendering of KBW’s opinion and the balance of which Pursuant to the KBW engagement agreement, IBTX agreed to pay KBW a cash fee equal to $25,000,000, $2,000,000 of which became payable to KBW with the rendering of KBW’s opinion and the balance of which is contingent upon the closing of the merger. SouthState paid Raymond James $2,000,000 upon the delivery of the Raymond James opinion. Additional compensation of $5,000,000 will be payable on completion of the merger, against which the amounts paid for the opinion will be credited.
SouthState Corporation (NYSE:SSB) completed the acquisition of Independent Bank Group, Inc. (NasdaqGS:IBTX) from Vincent J. Viola and others on January 1, 2025.