Ameris Bancorp entered into an agreement to acquire Hamilton State Bancshares, Inc. for approximately $380 million.
January 26, 2018
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Ameris Bancorp (NasdaqGS:ABCB) (‘Ameris’) entered into an agreement to acquire Hamilton State Bancshares, Inc. (OTCPK:HMBH) (‘HSB’) for approximately $380 million on January 25, 2018. The purchase consideration comprises $0.93 in cash and 0.16 of an Ameris common share for each voting and non-voting common stock of HSB. In a related transaction, Ameris entered into an agreement to acquire the remaining 70% of the outstanding shares of common stock of US Premium Finance Holding Company. Post-acquisition, HSB’s subsidiary Hamilton State Bank will be merged into Ameris Bank, a subsidiary of Ameris, and the separate legal existence of HSB will cease. In case of termination, HSB may be required to pay a fee of $14 million to Ameris under certain circumstances.
Robert C. Oliver, the Chairman, President and Chief Executive Officer of HSB, and his team will join Ameris pursuant to the transaction. The transaction is subject to approval of HSB’s shareholders, effectiveness of the registration statement for the consideration shares, listing of new shares on NASDAQ, appraisal rights and approval of regulatory board. The Boards of Directors of HSB and Ameris have unanimously approved the transaction. On June 13, 2018, The U.S. Federal Reserve approved the transaction. The transaction is expected to close in the third quarter of 2018 and is anticipated to be financially accretive to earnings and neutral to tangible book value.
Lori A. Gelchion and Jody L. Spencer from Rogers & Hardin LLP served as legal advisors and Matthew Switzer of Stephens Inc. acted as financial advisor to Ameris. Christopher C. Frieden, Patrick R. Hanchey and Ian Calhoun of Alston & Bird LLP acted as legal advisors to HSB. Sandler O'Neill + Partners LP (‘Sandler’) delivered fairness opinion to HSB for a fee of $0.35 million. Sandler also acted as financial advisor to HSB and will be paid 1.15% of the consideration in case the deal price per share is less than $9.75 or 1.25% of the consideration in case the deal price per share is equal to or greater than $9.75. Sandler received a fee of $0.35 million for the fairness opinion and will receive an aggregate fee of approximately $4.7 million for the financial advisory services (including the $0.35 million fee for fairness opinion).
Ameris Bancorp is a financial holding company, through its subsidiary, Ameris Bank (the Bank) provides a range of banking services to its retail and commercial customers in 164 locations in Georgia, Alabama, Florida, North Carolina and South Carolina. Its segments include the Banking Division, which provides full service financial services, including commercial loans, consumer loans and deposit accounts; the Retail Mortgage Division, which is engaged in origination, sales and servicing of one-to-four family residential mortgage loans; the Warehouse Lending Division is engaged in the origination and servicing of warehouse lines to other businesses are secured by underlying one-to-four family residential mortgage loans and residential mortgage servicing rights; the SBA Division is engaged in the origination, sales and servicing of small business administration loans, and the Premium Finance Division engaged in the origination and servicing of commercial insurance premium finance loans.
AMERIS BANCORP 
