Cadence Bank to Acquire FCB Financial Corp.

Cadence has signed a merger agreement with FCB Financial Corp., the bank holding company for First Chatham Bank , /PRNewswire/ -- Cadence Bank (NYSE: CADE) announced today the signing of a definitive merger agreement with FCB Financial Corp., the bank holding company for First Chatham Bank, a Savannah, Georgia-based community bank. Founded in 2002 by local business leaders who live and work in the community, First Chatham Bank operates eight branches across the Greater Savannah area. First Chatham Bank became the first community bank chartered in Chatham County since 1989. The merger will expand Cadence Bank's presence in the rapidly growing Savannah, Georgia, market and in coastal Georgia communities. As of September 30, 2024 (unaudited), First Chatham reported total assets of $590 million, total loans of $329 million and total deposits of $510 million. Under the terms of the merger agreement, Cadence Bank will issue 2,300,000 shares of common stock, plus $23.1 million in cash, for all outstanding shares of FCB Financial Corp. stock, subject to certain conditions and potential adjustments. Based on Cadence's 10-day moving average price of $34.98 on January 21, 2025, the transaction is valued at approximately $103.6 million. "First Chatham Bank's deep roots in the local market and its commitment to serving customers align perfectly with our culture as a relationship-driven regional bank. Together, we'll build on shared values of service and trust to deliver meaningful financial solutions," said Dan Rollins, chairman and CEO of Cadence Bank. "Operating within a diverse and dynamic regional economy fueled by robust manufacturing, port operations and logistics, tourism, healthcare and real estate development, as well as an active military presence, this partnership strengthens our ability to support the individuals, families and businesses that drive our communities forward." Chairman of FCB Financial Corp. Steve Green added: "The board of directors is thrilled to join forces with Cadence Bank, marking the culmination of a journey that began over 20 years ago. This union will enable the talented First Chatham team to deepen our commitment to serving customers and communities in Savannah and Coastal Georgia, and enhance our ability to deliver exceptional service and innovative products in a dynamic and rapidly growing market. It will allow us to continue to be a bank of choice for both local families and businesses, now with expanded capabilities and broader expertise." Upon completion of the transaction, First Chatham Bank President & CEO Ken Farrell will serve as Cadence Bank Division President - Southeast Georgia. The merger has been unanimously approved by the boards of directors of both companies. Pending regulatory approval, the approval of FCB Financial Corp. shareholders, and the satisfaction of other customary closing conditions, it is anticipated to close during the third quarter of 2025. FCB Financial Corp. was advised in this transaction by Janney Montgomery Scott LLC as financial advisor and Alston & Bird, LLP as legal counsel. In addition to the information contained within this news release, an investor presentation has been posted on Cadence's Investor Relations site and has been furnished as an exhibit to a Current Report on Form 8-K filed with the Federal Reserve. The presentation contains additional information regarding the merger with FCB Financial Corp. For more information about Cadence Bank, visit CadenceBank.com. About Cadence BankCadence Bank (NYSE: CADE) is a leading regional banking franchise with approximately $50 billion in assets and over 350 branch locations across the South and Texas. Cadence provides consumers, businesses and corporations with a full range of innovative banking and financial solutions. Services and products include consumer banking, consumer loans, mortgages, home equity lines and loans, credit cards, commercial and business banking, treasury management, specialized lending, asset-based lending, commercial real estate, equipment financing, correspondent banking, SBA lending, foreign exchange, wealth management, investment and trust services, financial planning, and retirement plan management. Additional information about Cadence Bank and its products and services can be found 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 and the receipt of all regulatory approvals required for the merger on the terms expected in the merger agreement, 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. will deliver 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 WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL 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, 2023, which was filed with the Federal Deposit Insurance Corporation (the "FDIC") on Feb 23, 2024 (the "Form 10-K"), and in its proxy statement for its 2024 annual meeting of shareholders, which was filed with the FDIC on March 15, 2024. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the proxy statement and related offering memorandum when they become available. 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Cadence Bank to Acquire FCB Financial Corp.

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