Ameris Bancorp, the parent company of Ameris Bank, and Fidelity Southern, the parent company of Fidelity Bank, signed a definitive merger agreement in which Fidelity will merge with and into Ameris in an all-stock transaction valued at approximately $750.7 million in the aggregate, based on Ameris’s closing stock price of $34.02 as of December 14, 2018.
Based on September 30, 2018 results, and excluding purchase accounting adjustments, the combined company will have approximately $16.2 billion in assets and a branching network across four states.
Upon completion of the merger, James B. Miller, Jr., Fidelity chairman and CEO, will become executive chairman of Ameris and Ameris Bank, while Fidelity President and Fidelity Bank CEO H. Palmer Proctor will become president of Ameris and CEO of Ameris Bank. Dennis J. Zember, Jr. and Lawton E. Bassett, III will remain CEO of Ameris and president of Ameris Bank, respectively. Nicole S. Stokes will continue as chief financial officer of both Ameris and Ameris Bank.
Five Fidelity directors, including Miller and Proctor, will join the Ameris board, which will be increased in size to 14 members.
“We have known Jim and Palmer for many years and have admired the exceptional community bank they have built. Fidelity Bank is the crown jewel of Atlanta and we couldn’t be more excited to partner with such a fine institution,” said Zember. “This partnership not only strengthens our management team, but also creates a dynamic franchise with the opportunity for quality growth for the foreseeable future.”
“We are truly excited to be partnering with Ameris,” noted Miller. “We have built a relationship with Ameris over the years and now is the time to combine our respective franchises to create a leading Southeastern bank holding company operating in a number of the best banking markets in the country. I am convinced that this merger will result in benefits to the shareholders, customers and employees of both companies that would have likely taken years to accomplish independently.”
Under the terms of the agreement, each share of Fidelity common stock, including restricted shares, will be converted into the right to receive 0.80 shares of Ameris common stock. Outstanding options to purchase shares of Fidelity common stock will be converted into options to purchase shares of Ameris common stock, with the exercise price and number of shares underlying each option adjusted to reflect the exchange ratio of 0.80.
Both boards of directors unanimously approved the merger. Closing is expected in the second quarter of 2019, subject to customary closing conditions, including receipt of regulatory and Ameris and Fidelity shareholder approval.
Stephens served as financial advisor and Rogers & Hardin as legal counsel to Ameris. Sandler O’Neill + Partners served as financial advisor and Wachtell, Lipton, Rosen & Katz as legal counsel to Fidelity. FIG Partners provided a fairness opinion to Fidelity.
Headquartered in Moultrie, GA, Ameris Bank currently has 129 locations in Georgia, Alabama, northern Florida and South Carolina.
Fidelity Bank provides banking services and Wealth Management services through branches in Georgia and Florida. Indirect auto loans are provided in Georgia and Florida and mortgage loans are provided throughout the South, while SBA loans are originated nationwide.
