HILTON HEAD ISLAND, S.C. and DAWSONVILLE, Ga., May 1, 2018 /PRNewswire/ -- CoastalSouth Bancshares, Inc. ("CoastalSouth" or the "Company") (OTCQX: COSO), the parent company of CoastalStates Bank ("CSB") and First Citizens Financial Corporation ("FCFC"), the parent company of Foothills Community Bank ("Foothills"), announced today the signing of a definitive merger agreement pursuant to which FCFC will merge with and into CoastalSouth. Following completion of the merger, Foothills will become part of CSB and will continue to be led by its existing management team of John L. Lewis and Steven F. Smith.
"We are very excited to announce our partnership with Foothills and our expansion into North Georgia," said Steve Stone, Chief Executive Officer of CoastalSouth and CSB. "Following our recapitalization of CoastalSouth in July 2017, we have focused on executing our strategic plan through a combination of organic growth, the establishment of new lines of business, and expansion into new markets. Our management team has great familiarity with the Dawsonville and Cumming markets, as well as years of experience working with the Foothills management team. We hold a great deal of respect for John, Steven, and the rest of the Foothills team, and we are excited to provide them with additional capital resources to continue to serve their customers. Like CSB, Foothills is LOCAL, and proud of it."
John Lewis, Chief Executive Officer of FCFC, stated, "We are very pleased to combine with CSB given the similarities in our culture and our shared commitment to community banking. Our customers, employees, and communities will benefit from being part of CSB, and we look forward to growing our combined franchise in North Georgia. Additionally, our Forsyth and Dawson markets will continue to grow and prosper under the existing leadership of Daniel Baker and Adam Smith, respectively."
Under the terms of the definitive agreement, each share of common stock of FCFC issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive 0.0330 shares of CoastalSouth common stock or $0.52 in cash (depending upon certain share ownership thresholds). The conversion ratio is based upon a price per share of CoastalSouth common stock of $15.75, and the total transaction value equates to approximately $11.6 million based on this price per share.
The proposed merger has been approved by each company's Board of Directors and is expected to close in the third quarter of 2018. Completion of the transaction is subject to the satisfaction of customary closing conditions, including the receipt of required regulatory approvals and the approval of FCFC's shareholders.
Sandler O'Neill & Partners, L.P. acted as the financial adviser to FCFC, and Troutman Sanders acted as its legal counsel. CoastalSouth was represented by the law firm of Alston & Bird, LLP.
About CoastalSouth Bancshares, Inc.
About First Citizens Financial Corporation
CoastalSouth Bancshares, Inc. (OTCQX: COSO), a Virginia corporation, is a bank holding company established in 2003 and headquartered in Hilton Head Island, South Carolina. CoastalSouth, through its wholly-owned subsidiary, CoastalStates Bank, offers a variety of financial resources to help clients achieve their goals, including commercial, consumer, and mortgage banking products and services. CoastalStates Bank conducts banking operations through four full service branches in Hilton Head Island and Bluffton, South Carolina, as well as offices in Savannah and Atlanta, Georgia. As of March 31, 2018, the Company had approximately $442 million in total assets.
For additional information regarding the Company and CoastalStates Bank visit www.coastalstatesbank.com.
First Citizens Financial Corporation is a one bank holding company established in 2006 in Dawsonville, Georgia. Foothills Community Bank, a wholly owned subsidiary of First Citizens Financial Corporation with $95 million in total assets, operates two full service community bank offices located in Dawsonville and Cumming, Georgia.
Stephen R. Stone
Chief Executive Officer
CoastalSouth Bancshares, Inc.
SOURCE CoastalSouth Bancshares, Inc.; First Citizens Financial Corporation