Marietta, Ga.-based Landmark Bancshares Inc. approached Birmingham, Ala.-based National Commerce Corp. and another party for a potential deal.
National Commerce and the other party executed nondisclosure agreements with Landmark in February. By March 1, however, the other party decided to opt out of the deal.
On March 2, National Commerce submitted a nonbinding indication of interest to acquire Landmark using an exchange ratio of 0.6009 or $26.50 cash, with the cash component comprising 10% of the total consideration.
After a week, Landmark asked National Commerce to increase the exchange ratio to 0.6275 and expressed no preference for a larger cash component. National Commerce agreed to revise its nonbinding indication, reducing the cash component to approximately 5% of the transaction with no shareholder cash/stock election. National Commerce issued such a revised indication of interest March 12. A day after, the two parties executed an exclusivity agreement.
National Commerce performed due diligence on Landmark until an initial draft of the proposed definitive merger agreement was provided April 3. In the following three-week period, the parties and their advisers negotiated merger terms and continued due diligence.
A special meeting was held April 24 to review and approve the transaction's financial terms, the definitive agreement and related documents. The National Commerce board approved the merger and the deal was announced the same day. The deal has a termination fee of $4.0 million, payable by Landmark.
