State Bank Corp. the holding company for Mohave State Bank, has announced it has signed a definitive merger agreement whereby Country Bank will merge into Mohave State Bank in a transaction valued at approximately $29.6 million.
The transaction combines two of the leading community bank franchises headquartered in Arizona with approximately $530 million in combined assets. The board of directors for both companies unanimously approved the transaction, which is subject to customary conditions, including the approvals of bank regulatory agencies and the shareholders of State Bank Corp. and Country Bank.
The directors and executive officers of State Bank Corp. and Country Bank have entered into
agreements pursuant to which they have committed to vote their shares of State Bank Corp. and Country Bank common stock in favor of the transaction. Upon completion of the transaction, two board members from Country Bank will join the Board of Directors of State Bank Corp. and Mohave State Bank. Brian M. Riley will continue to serve as President and Chief Executive Officer of State Bank Corp. and Mohave State Bank after closing.
“We are excited about this opportunity to bring together two independent community bank franchises with similar philosophies and cultures into a combined Arizona community bank exceeding $500 million in assets,” stated Brian M. Riley, President and Chief Executive Officer of State Bank Corp. and Mohave State Bank. “This reaffirms our position as the largest community bank headquartered in Arizona and expands our geographic footprint into Yavapai County with Country Bank’s branches in Prescott, Prescott Valley and Cottonwood. We are focused on building the premier community banking franchise in Arizona and we believe with this combination, the bank will be even better positioned to grow, serve our customers and create strong returns for our shareholders. We expect the merger to be immediately accretive to earnings per share and significantly increase our return on equity.”
Country Bank’s Chairman, President and Chief Executive Officer M. P. “Brut” Brutinel added, “The Country Bank team looks forward to joining Mohave State Bank to create a larger combined bank which will be better positioned to meet the needs of our customers and communities and provide greater opportunities for our employees. Additionally, this provides an opportunity for our shareholders to exchange their Country Bank shares for shares in State Bank Corp. which we believe is well positioned for continued growth and earnings expansion.”
Riley added, “Country Bank has built a quality franchise which has been profitable in each of the last 12 years which speaks to the bank’s conservative culture and strong management team. We have followed Country Bank closely over the past few years and established a strong relationship with Mr. Brutinel. This was a logical combination for both banks and will significantly increase operational scale and efficiency.”
The aggregate merger consideration is currently estimated at approximately $29.6 million. Under the terms of the definitive agreement, holders of Country Bank common stock will receive approximately $2,258.41 per share of Country Bank common stock, and may elect to receive this payment in shares of State Bank Corp. common stock or in cash, or a combination thereof, subject to proration so that 50% of the total payment will be in State Bank Corp. common stock and 50% of the total payment will be in cash. Shares of State Bank Corp. common stock will be valued for such purposes based on the adjusted tangible common equity of State Bank Corp. measured as of the last day of the month immediately preceding the month in which the transaction closes. Country Bank shareholders are expected to own approximately 27.5% of State Bank Corp. immediately after the closing of the transaction.
State Bank Corp. has five branches with $325.3 million in assets as of December 31, 2015 and is headquartered in Lake Havasu City, Arizona. Country Bank has four branches with $205.5 million in assets as of December 31, 2015 and is headquartered in Prescott, Arizona.