Business
Simmons First National Corporation Issues Supplemental Information Regarding Acquisition of Spirit of Texas Bancshares, Inc.
PINE BLUFF, Ark., Dec. 02, 2021 (GLOBE NEWSWIRE) -- On November 19, 2021, Simmons First National Corporation (NASDAQ: SFNC) (“Simmons” or “Company”) and
About this update from Simmons First National Corporation
[{"type":"text","content":"PINE BLUFF, Ark., Dec. 02, 2021 (GLOBE NEWSWIRE) -- On November 19, 2021, Simmons First National Corporation (NASDAQ: SFNC) (“Simmons” or “Company”) and Spirit of Texas Bancshares, Inc. (NASDAQ: STXB) (“Spirit”) announced the execution of a definitive merger agreement (the “Merger Agreement”) pursuant to which Simmons will acquire Spirit, and its wholly-owned subsidiary, Spirit of Texas Bank SSB (the “Proposed Transaction”), in a transaction consisting of a mixture of cash and Simmons’ common stock with an aggregate value of approximately $581 million, based on the Simmons’ closing stock price of $31.73 on November 17, 2021. As previously disclosed, under the terms of the Merger Agreement, Simmons estimates it will issue approximately 18,325,000 shares of its common stock, subject to certain conditions and potential adjustments, including substituting cash for Simmons’ common stock to the extent necessary to cash out Spirit’s stock options and warrants that are outstanding immediately prior to the effective time of the Proposed Transaction. To provide more detail regarding the per share consideration under the terms of the Merger Agreement, Simmons estimates that Spirit shareholders will receive approximately 1.02 shares of Simmons’ common stock for each share of Spirit’s common stock they hold (subject to certain conditions and potential adjustments), with the precise number of shares to be determined at closing of the Proposed Transaction. The exchange ratio is based on the assumption that (i) 17,261,959 shares of Spirit’s common stock are issued and outstanding (excluding treasury shares), (ii) 323,129 shares of Spirit’s common stock are reserved for issuance upon the vesting of Spirit’s restricted stock units, (iii) 780,230 shares of Spirit’s common stock are subject to outstanding stock options of Spirit with a weighted average exercise price of $14.65, and (iv) 15,312 shares of Spirit’s common stock are subject to outstanding warrants of Spirit with a weighted average exercise price of $12.84, in each case, immediately prior to the effective time of the Proposed Transaction. In addition, the exchange ratio assumes that the average closing price of Simmons’ common stock (as described in the Merger Agreement) is equal to $31.73, which was the closing sales price of Simmons’ common stock on November 17, 2021. Changes in any o...