Ameris Bank and Fidelity Bank announce merger

In what should be major news, Ameris Bancorp (Nasdaq: ABCB) (“Ameris”), the parent company of Ameris Bank, and Fidelity Southern Corporation (Nasdaq: LION) (“Fidelity”), the parent company of Fidelity Bank, jointly announced a merger agreement on December 18, 2018.  Ironically this has been pretty quiet news and hasn’t made the AJC or ABC, so we thought we’d cover it here on everyone’s favorite Atlanta real estate site, Atlanta Real Estate Forum!

The industry has seen a number of mergers and acquisitions over the past several years as the real estate industry continues to contract. Earlier this month, the merger of Georgia-based State Bank with Cadence Bancorporation, the holding company of Candence Bank N.A., located in Houston, Texas, became final. This deal was first announced in May 2018.

Another merger of three Georgia community banks has been announced and is still underway. CCF Holding in Jonesboro, Heritage Bancorp. in Hinesville and Providence Bank in Alpharetta plan to unite under a single holding company in an all-stock transaction collectively valued at about $105 million. This deal should be final in Q3 2019.

Fidelity will merge with and into Ameris in an all-stock transaction. Based on September 30, 2018 results, and excluding purchase accounting adjustments, the combined company will have approximately $16.2 billion in assets and a branching network across four states. Pro forma for the merger, 72 branches and $4.7 billion of deposits are located in the Atlanta MSA; 26 branches and approximately $1.8 billion of deposits are located in the Jacksonville MSA.

Upon completion of the merger, James B. Miller, Jr., Chairman and Chief Executive Officer of Fidelity, will become Executive Chairman of Ameris and Ameris Bank and H. Palmer Proctor, Jr., President of Fidelity and Chief Executive Officer of Fidelity Bank, will become President of Ameris and Chief Executive Officer of Ameris Bank.  Dennis J. Zember Jr. and Lawton E. Bassett, III will remain Chief Executive Officer of Ameris and President of Ameris Bank, respectively. Nicole S. Stokes will continue as Chief Financial Officer of both Ameris and Ameris Bank.

Five Fidelity directors, including Messrs. Miller and Proctor, will join the Ameris board, which will be increased in size to 14 members upon completion of the merger.

“We have known Jim and Palmer for many years and have admired the exceptional community bank they have built. Fidelity Bank is the crown jewel of Atlanta and we couldn’t be more excited to partner with such a fine institution,” commented Dennis J. Zember Jr., Chief Executive Officer of Ameris. “This partnership not only strengthens our management team, but also creates a dynamic franchise with the opportunity for quality growth for the foreseeable future.”

H. Palmer Proctor Jr., President of Fidelity, added, “The combination of Ameris and Fidelity joins two franchises that are very similar in culture, complementary in terms of our lines of business and well positioned competitively, resulting in a $16 billion asset bank second to none in terms of management strength and financial resources.” Proctor further stated, “Dennis and I have a common vision as to the future of banking and I am excited for the opportunity for us to leverage the extremely talented and experienced Ameris and Fidelity bankers to build the premier full service regional bank operating throughout FloridaGeorgiaAlabama and the Carolinas. I truly believe that this merger is a win-win for both companies’ shareholders, customers and employees, as well as the communities we serve.”

The merger agreement has been unanimously approved by the board of directors of each company. The transaction is expected to close in the second quarter of 2019 and is subject to customary closing conditions, including the receipt of regulatory approvals and the approval of the Ameris and Fidelity shareholders.


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