UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)    November 21, 2018    


SOUTHERN MISSOURI BANCORP, INC.

(Exact name of registrant as specified in its charter)


Missouri
 
000-23406
 
43-1665523
(State or other
 
(Commission File No.)
 
(IRS Employer
jurisdiction of incorporation)
     
Identification Number)

2991 Oak Grove Road, Poplar Bluff, Missouri
 
63901
(Address of principal executive offices)
 
(Zip Code)

Registrant's telephone number, including area code:    (573) 778-1800

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □

 
 
 
 


Item 8.01.
Other Events.


Effective November 21, 2018, Southern Missouri Bancorp, Inc. (“Southern Missouri”), completed its previously announced acquisition of Gideon Bancshares Company (“Gideon”), through the merger of Gideon with and into Southern Missouri Acqusition III Corp (the “Merger Sub”), followed by the merger of Merger Sub with and into Southern Missouri (collectively, the “Merger”). Gideon was the parent company of First Commercial Bank, Gideon, Missouri, which is now a wholly-owned subsidiary of Southern Missouri.
Upon completion of the Merger, each share of Gideon common stock was converted into the right to receive $72.48 in cash as well as 2.04 shares of common stock, with cash payable in lieu of fractional Southern Missouri shares (the “Merger Consideration”).
Southern Missouri issued an aggregate of approximately 317,225 shares of common stock for the stock portion of the Merger Consideration and paid an aggregate of approximately $11.3 million for the cash portion of the Merger Consideration.
A copy of the press release Southern Missouri issued announcing completion of the transaction is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


Item 9.01.
Financial Statements and Exhibits.
 
    (d)  Exhibits
The following exhibit is filed herewith:
 
Exhibit
Number
  
Description
    
 99.1   Press Release of Southern Missouri Bancorp, Inc. dated November 21, 2018
       
       

 
2
 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


    SOUTHERN MISSOURI BANCORP, INC.
       
Date:  November 26, 2018
 
By:
/s/ Greg A. Steffens
     
Greg A. Steffens
     
President and Chief Executive Officer

 
 
 
 
 
 
 
 
 
 

 
3



EXHIBIT INDEX
 
Exhibit
Number
  
Description
    
 99.1   Press Release of Southern Missouri Bancorp, Inc. dated November 21, 2018
       
       



 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4
Exhibit 99.1





FOR IMMEDIATE RELEASE
Contact: Matt Funke, CFO
November 21, 2018
(573) 778-1800
   


SOUTHERN MISSOURI BANCORP, INC.
ANNOUNCES COMPLETION OF MERGER WITH GIDEON BANCSHARES COMPANY

Poplar Bluff, Missouri - Southern Missouri Bancorp, Inc. (“Southern Missouri,” NASDAQ: SMBC), of Poplar Bluff, Missouri, announced that its merger with Gideon Bancshares Company (“Gideon”), Dexter, Missouri, the parent company for First Commercial Bank, was completed today. Southern Missouri, as the sole owner of both First Commercial Bank and Southern Bank, expects to merge the two banks in early December, with the combined entity to operate under the Southern Bank name.

Southern Missouri is the holding company for Southern Bank, headquartered in Poplar Bluff, Missouri, operating 41 banking facilities in southern Missouri, southern Illinois and northern Arkansas. First Commercial Bank operates its main office and nine additional facilities in southeast Missouri. Greg Steffens, President and Chief Executive Officer of Southern Missouri, commented, “We welcome the First Commercial Bank team members and customers to the Southern Bank family and look forward to working with them. We are happy to see this addition to our presence in southeast Missouri and believe it will significantly improve our ability to serve this region, and also allow us to offer exciting new products and services to First Commercial Bank customers.”

Brett Dorton, President of First Commercial Bank, is joining the executive management team of Southern Bank as an Executive Vice-President and Chief Strategies Officer. He noted, “It has been my pleasure to serve First Commercial Bank’s customers and our team members for the past 18 years. We are very proud of the legacy that Mr. Norman Harty left with our organization. Southern Bank is rooted in the communities that they serve, and as we join with them, I am confident that our customers will continue to be provided the same personal service as our team works to meet all their financial needs.”

As a result of the merger, each share of Gideon common stock held immediately prior to closing is being exchanged for $72.48 in cash, plus 2.04 shares of Southern Missouri common stock.

At October 31, 2018, Gideon reported total consolidated assets of $218.5 million, loans, net, of $150.1 million, and deposits of $170.8 million. On a pro forma basis, the combined entity will hold assets of approximately $2.2 billion, including loans, net, of $1.8 billion, and deposits of $1.8 billion. The transaction is expected to be immediately accretive to earnings per share, exclusive of one-time charges related to the acquisition, and accretive to tangible book value per common in approximately one year, based on the crossover method.

Silver, Freedman, Taff & Tiernan LLP served as legal advisor to Southern Missouri, while the Tweedy Law Office, LLC and the firm of Yewell G. Lawrence served as legal advisors to Gideon.





Forward-Looking Information:

        Except for the historical information contained herein, the matters discussed in this press release may be deemed to be forward-looking statements that are subject to known and unknown risks, uncertainties, and other factors that could cause the actual results to differ materially from the forward-looking statements, including: expected cost savings, synergies and other benefits from Southern Missouri’s merger and acquisition activities, including this acquisition, might not be realized to the extent anticipated, within the anticipated time frames, or at all, and costs or difficulties relating to integration matters, including but not limited to customer and employee retention, might be greater than expected; the strength of the United States economy in general and the strength of the local economies in which we conduct operations; fluctuations in interest rates and in real estate values; monetary and fiscal policies of the FRB Board of Governors of the Federal Reserve System and the U.S. Government and other governmental initiatives affecting the financial services industry; the risks of lending and investing activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses; our ability to access cost-effective funding; the timely development of and acceptance of our new products and services and the perceived overall value of these products and services by users, including the features, pricing and quality compared to competitors' products and services; fluctuations in real estate values and both residential and commercial real estate markets, as well as agricultural business conditions; demand for loans and deposits; legislative or regulatory changes that adversely affect our business; changes in accounting principles, policies, or guidelines; results of regulatory examinations, including the possibility that a regulator may, among other things, require an increase in our reserve for loan losses or write-down of assets; the impact of technological changes; and our success at managing the risks involved in the foregoing. Any forward-looking statements are based upon management's beliefs and assumptions at the time they are made. We undertake no obligation to publicly update or revise any forward-looking statements or to update the reasons why actual results could differ from those contained in such statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking statements discussed might not occur, and you should not put undue reliance on any forward-looking statements.