Cadence Bank Receives Regulatory Approvals for its Merger with FCB Financial Corp.

, /PRNewswire/ -- Cadence Bank (NYSE: CADE) announced it has received all regulatory approvals to complete its proposed merger with FCB Financial Corp., the bank holding company for First Chatham Bank, a Savannah, Georgia-based community bank. The merger is expected to be effective on May 1, 2025, subject to the satisfaction of customary closing conditions. As of Dec. 30, 2024 (unaudited), First Chatham reported total assets of $589 million, total loans of $326 million and total deposits of $507 million. "We're pleased to receive regulatory approval for our merger with FCB Financial Corp.," said Cadence Bank Chairman and CEO Dan Rollins. "First Chatham Bank is a trusted financial institution serving the Greater Savannah community for more than two decades, and their dedication to their customers aligns perfectly with our culture. I look forward to welcoming their teammates and customers to the Cadence Bank family." To learn more, visit CadenceBank.com. About Cadence BankCadence Bank (NYSE: CADE) is a $50 billion regional financial services company committed to helping people, companies and communities prosper. With more than 350 locations spanning the South and Texas, Cadence offers comprehensive banking, investment, trust and mortgage products and services to meet the needs of individuals, businesses and corporations. Accolades include being recognized as one of the nation's best employers by Forbes and U.S. News & World Report and a 2025 America's Best Banks by Forbes. Cadence maintains dual headquarters in Houston, Texas and Tupelo, Mississippi, and has dutifully served customers for nearly 150 years. Learn more at www.cadencebank.com. Cadence Bank, Member FDIC. Equal Housing Lender. Forward-Looking StatementsCertain statements contained in this press release may not be based upon historical facts and are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may be identified by their reference to a future period or periods or by the use of forward-looking terminology such as "anticipate," "believe," "could," "continue," "seek," "intend," "estimate," "expect," "foresee," "hope," "may," "might," "plan," "should," "predict," "project," "goal," "outlook," "potential," "will," "will result," "will likely result," or "would" or future or conditional verb tenses and variations or negatives of such terms. These forward-looking statements include, without limitation, those relating to the terms, timing and closing of the merger, the benefits and synergies expected from the merger, and the ability of Cadence Bank to close the merger in a timely manner or at all. Cadence Bank cautions readers not to place undue reliance on the forward-looking statements contained in this press release, in that actual results could differ materially from those indicated in such forward-looking statements as a result of a variety of factors, many of which are beyond the control of Cadence Bank. These factors may include, but are not limited to, the ability of Cadence Bank and FCB Financial Corp. to complete the merger, the ability of Cadence Bank and FCB Financial Corp. to satisfy the conditions to the completion of the merger, including the approval of the merger by FCB Financial Corp.'s shareholders, the ability of Cadence Bank and FCB Financial Corp. to meet expectations regarding the timing, completion and accounting and tax treatments of the merger, the potential impact upon Cadence Bank of any delay in the closing of the merger, the possibility that any of the anticipated benefits, cost savings and synergies of the merger will not be realized or will not be realized as expected, the acceptance by customers of FCB Financial Corp. of Cadence Bank's products and services if the merger closes, the failure of the merger to close for any other reason, the effect of the announcement of the merger on Cadence Bank's operating results, the possibility that the merger may be more expensive or time consuming to complete than anticipated, including as a result of unexpected factors or events, and the impact of all other factors generally understood to affect the assets, business, cash flows, financial condition, liquidity, prospects and/or results of operations of financial services companies and the other factors described under the caption "Risk Factors" in the Form 10-K. Forward-looking statements speak only as of the date of this press release and, except as required by law, Cadence Bank does not undertake any obligation to update or revise forward-looking statements to reflect events or circumstances that occur after the date of this press release. Additional Information and Participants in the SolicitationThis communication is being made in respect of the merger of FCB Financial Corp. discussed in this press release. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. In connection with the merger, Cadence Bank and FCB Financial Corp. have delivered a proxy statement and related offering materials to the shareholders of FCB Financial Corp. seeking approval of the merger and related matters. THE SHAREHOLDERS OF FCB FINANCIAL CORP. ARE ENCOURAGED TO READ THE PROXY STATEMENT AND OFFERING MEMORANDUM CAREFULLY IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER, CADENCE BANK AND FCB FINANCIAL CORP. The proxy statement and related offering memorandum will also be made available without charge from the Corporate Secretary of each of Cadence Bank and FCB Financial Corp. The Corporate Secretary of Cadence Bank may be contacted by mail at Attention: Corporate Secretary, Cadence Bank, 201 South Spring Street, Tupelo, Mississippi 38804. Cadence Bank and FCB Financial Corp., and certain of their respective directors, executive officers and other members of management and employees, may be deemed to be participants in the solicitation of proxies from the shareholders of FCB Financial Corp. in respect of the merger. Certain information about the directors and executive officers of Cadence Bank is set forth in its Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the Board of Governors of the Federal Reserve System (the "Federal Reserve") on Feb 21, 2025 (the "Form 10-K"), and in its proxy statement for its 2025 annual meeting of shareholders, which was filed with the Federal Reserve on March 14, 2025. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, are included in the proxy statement and related offering memorandum. 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Cadence Bank Receives Regulatory Approvals for its Merger with FCB Financial Corp.

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