BankFirst Capital Corporation to Acquire Traders & Farmers Bancshares, Inc.

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Feb 05, 2020, 09:00 ET

COLUMBUS, Miss., Feb. 5, 2020 /PRNewswire/ -- BankFirst Capital Corporation ("BankFirst" or the "Company") (OTC:BFCC), parent of BankFirst Financial Services (the "Bank"), today announced the signing of a definitive merger agreement with Traders & Farmers Bancshares, Inc., ("T&F"), parent of Traders & Farmers Bank, Haleyville, Alabama, under which BankFirst will acquire T&F. The transaction has been unanimously approved by the board of directors of each company, is expected to close in the second quarter of 2020, and is subject to customary closing conditions, including approval from the shareholders of T&F and bank regulatory authorities. Under the terms of the definitive agreement, shareholders of T&F will receive from BankFirst a mix of cash and shares of BankFirst common stock valued at $49 million in the aggregate, subject to adjustment. The T&F shareholders will also be eligible to receive from T&F a special cash dividend in the amount of $33 million in the aggregate.

In making the announcement, BankFirst's President and Chief Executive Officer, Moak Griffin, said, "The acquisition of T&F will be another milestone in the implementation of our strategic plan to serve our customers and communities and increase shareholder value. In addition, we believe this merger furthers our vision of partnering with other community banks that have strong core deposit funding and a long tradition of superior community and customer service. Together, the combined company will have over 246 years of community banking experience in Mississippi and Alabama. We expect this merger to enhance our ability to continue investing in our products and services, ensuring that we remain competitive on all fronts as the banking industry continues to change and evolve."

After the merger is completed, the combined company will operate under the BankFirst brand, have 31 offices serving Mississippi and Alabama, and have assets in excess of $1.6 billion.

Rickey McCreless, Chief Executive Officer of T&F, commented, "We are excited to partner with BankFirst because they share our core values of customer service and community involvement. Together, with an expanded offering of products, services and resources, we will be better able to serve the needs of our customers and our communities. We also believe that this is an excellent opportunity for our shareholders and employees."

BankFirst was advised by Olsen Palmer, LLC as financial advisor and Hunton Andrews Kurth LLP is serving as legal counsel. T&F was advised by Porter White Capital, LLC as financial advisor and Bradley Arant Boult Cummings LLP is serving as its legal counsel.

About BankFirst Financial Services

BankFirst Financial Services, the subsidiary bank of BankFirst Capital Corporation, was founded in 1888 and is a $1.3 billion financial institution that is locally owned, controlled, and operated. The Bank is headquartered in Columbus, Mississippi, with additional branch offices in Flowood, Hickory, Jackson, Lake, Louin, Macon, Madison, Newton, Starkville and West Point, and Aliceville, Carrollton, Gordo, Northport and Tuscaloosa, Alabama and a loan production office in Hattiesburg, Mississippi. BankFirst offers a wide variety of services for businesses and consumers. The Bank also offers internet banking, no-fee ATM access, checking, CD, and money market accounts, merchant services, mortgage loans, remote deposit capture, and more. For more information, visit www.bankfirstfs.com.

About Traders & Farmers Bank

Traders & Farmers Bank, the subsidiary bank of Traders & Farmers Bancshares, Inc., was founded in 1906 to meet the needs of business and consumers in Northwest Alabama. A $366 million financial institution, Traders & Farmers is headquartered in Haleyville, Alabama, with additional branch offices in Addison, Arley, Bear Creek, Curry, Double Springs and Lynn, Alabama. Traders & Farmers Bank offers a wide variety of consumer and business products including internet banking, bill pay, checking, savings, personal loans, mortgage loans, investment services, financial planning, life insurance and more. For more information, visit www.tradersandfarmersbank.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains "forward-looking statements" for purposes of applicable securities laws, such as statements relating to expectations, beliefs, plans, predictions, forecasts, objectives, assumptions or future events or performance, are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as "anticipate," "believes," "can," "could," "may," "predicts," "potential," "should," "will," "estimate," "plans," "projects," "continuing," "ongoing," "expects," "intends" and similar words or phrases. The Company cautions that such forward-looking statements are subject to risks, uncertainties, and other important factors, such as economic difficulties at local, national, or global levels, greater than expected noninterest expenses, regulatory changes, unpredictable natural or other disasters, or a deterioration in credit quality, which could cause actual results to differ materially from our expectations of future results, performance or achievements, or industry results, expressed or implied by such forward-looking statements. Due to these and other possible uncertainties and risks, readers are cautioned not to place undue reliance on the forward-looking statements contained in this press release. These forward-looking statements are based on current information and/or management's good faith belief as to future events. Forward-looking statements should not be read as a guarantee of future performance. Any forward-looking statements presented in this press release are made only as of the date of this press release, and BankFirst and T&F undertake no obligation to revise or update publicly any forward-looking statements for any reason, except as required by law.

No Offer or Solicitation

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities. The shares of common stock of BankFirst are not savings or deposit accounts and are not insured by the Federal Deposit Insurance Corporation or any other government agency.

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SOURCE BankFirst Capital Corporation