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Ameris Bancorp, Fidelity Southern to merge in $751M all-stock deal


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Ameris Bancorp, Fidelity Southern to merge in $751M all-stock deal

Moultrie, Ga.-based Ameris Bancorp agreed to acquire Atlanta-based Fidelity Southern Corp. in an all-stock deal valued at approximately $750.7 million, or $27.22 per share.

Under the merger agreement, each Fidelity Southern common share will be converted into the right to receive 0.80 of an Ameris Bancorp common share.

The combined entity will have approximately $16.2 billion in assets and a branching network across four states.

Upon merger completion, Fidelity Southern Chairman and CEO James Miller Jr. will become executive chairman of Ameris Bancorp and Ameris Bank and President H. Palmer Proctor Jr. will become president of Ameris Bancorp and CEO of Ameris Bank. Dennis Zember Jr. will remain CEO of Ameris Bancorp and Lawton Bassett III will remain president of Ameris Bank. Nicole Stokes will continue to be CFO of Ameris Bancorp and Ameris Bank.

Five Fidelity Southern directors, including Miller and Proctor, will join the Ameris Bancorp board, which will be increased in size to 14 members.

The transaction is expected to close in the second quarter of 2019.

On a per-share basis, SNL calculates that the deal value is 171.7% of book, 180.7% of tangible book and 16.0x earnings. It is also 15.64% of assets, 18.59% of deposits and the tangible book premium-to-core deposits ratio is 8.80%.

SNL valuations for bank and thrift targets in the Southeast region between Dec. 17, 2017, and Dec. 17, 2018, averaged 171.51% of book, 210.82% of tangible book and had a median of 24.85x last-12-months earnings, on a per-share basis.

The deal has a one-day premium of 27.06%, based on Fidelity's closing price of $21.42 as of Dec. 14, and a one-month premium of 16.46%, based on Fidelity's closing price of $23.37 as of Nov. 19.

Ameris will expand in Georgia by 51 branches to be ranked sixth with a 3.44% share of approximately $250.20 billion in total market deposits and will expand in Florida County by 19 branches to be ranked No. 26 with a 0.59% share of approximately $586.29 billion in total market deposits.

Stephens Inc. served as financial adviser and Rogers & Hardin LLP provided legal counsel to Ameris Bancorp. Sandler O'Neill + Partners LP served as financial adviser and Wachtell Lipton Rosen & Katz provided legal counsel to Fidelity Southern. FIG Partners LLC, in addition to Sandler O'Neill, provided a fairness opinion to Fidelity.

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