HATTIESBURG, Miss.–(BUSINESS WIRE)–The First Bancshares, Inc. (NASDAQ: FBMS) (“First Bancshares” or “the Company”), the holding company of The First Bank (“The First”), today announced that it has received all regulatory approvals required for the completion of its proposed acquisition of Beach Bancorp, Inc. (“BBI”), parent company of Beach Bank based in Fort Walton Beach, Florida.
The proposed acquisition, originally announced on April 26, 2022, is expected to become effective on August 1, 2022, subject to satisfaction of customary closing conditions and approval of the transaction by BBI shareholders at special meeting of BBI shareholders on July 21. , 2022.
The proposed acquisition will strengthen The First’s presence in the Florida panhandle, while providing entry into the Tampa, Florida market. Once the acquisition is complete, Beach Bank will merge with The First Bank.
About First Bancshares, Inc.
The First Bancshares, Inc., headquartered in Hattiesburg, Mississippi, is the parent company of The First Bank. Founded in 1996, The First Bank has operations in Mississippi, Louisiana, Alabama, Florida and Georgia. The Company’s shares are traded on the NASDAQ Global Market under the symbol FBMS. Additional information is available on the Company’s website: www.thefirstbank.com.
Additional information about the merger and where to find it
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor a solicitation of any vote or approval, and there will be no sale of any securities in any jurisdiction in which such offer , solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. FBMS has filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (File No. 333-265296) for the proposed merger, containing a proxy statement of Beach Bancorp, Inc. and a prospectus of FBMS. FBMS has also filed and will file other documents with the SEC relating to the proposed merger, in accordance with the reporting requirements of the SEC. A definitive proxy statement/prospectus has been mailed to shareholders of Beach Bancorp, Inc. Investors and security holders of FBMS and Beach Bancorp, Inc. are urged to read carefully and in their entirety the entire proxy statement/prospectus and other documents that will be filed with the SEC when they will be available because they will contain important information about FBMS, Beach Bancorp, Inc., and the proposed merger transactions. Investors and security holders will be able to obtain free copies of the registration statement and management proxy statement/prospectus (if any) and other documents filed with the SEC by FBMS through the managed website. by the SEC at http://www.sec.gov. Copies of documents filed with the SEC by FBMS will be available free of charge on FBMS’s website or by contacting FBMS.
FBMS and BBI, together with their respective directors and officers and other officers and employees, may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and officers of FBMS is set forth in its proxy statement for its 2022 annual meeting of stockholders, filed with the SEC on April 6, 2022, and its current reports on Form 8-K. Further information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, through securities holdings or otherwise, is contained in the proxy statement/prospectus and other relevant documents filed with of the SEC pursuant to Rule 424(b)(3)) on June 22, 2022.
Cautions Regarding Forward-Looking Information.
This communication contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. In general, forward-looking statements generally use words such as “may”, “believe”, “expect”, ” anticipates”, “intend”, “will”, “should”, “plan”, “estimate”, “predict”, “continue” and “potential” or the negative form of these terms or any other comparable terminology, including statements relating to the expected timing of closing of the proposed transactions between the Company and Beach Bancorp, Inc. (the “Merger”), expected returns and other shareholder benefits of the Merger, expected improvement in the operational efficiencies resulting from the Merger, the estimated expense reductions resulting from the transactions and the timing of these reductions, the impact and timing of the recovery of the impact on the tangible book value, and the effect of the Merger on the Company’s capital ratios. Forward-looking statements represent management’s beliefs, based on information available at the time the statements are made, with respect to the matters discussed. These forward-looking statements are not guarantees of future performance.
Forward-looking statements are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results or financial condition to differ materially from those expressed or implied by such statements. With respect to the Merger, factors that could cause or contribute to such differences include, but are not limited to (1) the risk that cost savings and any revenue synergies from the Merger may not be realized or take longer than expected to complete, (2) disruption of the Merger with customers, suppliers, employees or other business partner relationships, (3) the occurrence of any event, change or other circumstance which could result in the termination of one or both of the definitive agreements relating to the Merger, (4) the risk of the successful integration of Beach Bancorp, Inc. into the Company, (5) the inability to obtain the necessary approval shareholders of Beach Bancorp, Inc., (6) the amount of fees, costs, expenses and charges relating to the Merger, (7) the Company’s ability to obtain required governmental approvals for the Merger, (8) the risk of reputation and the reaction of each of the companies’ customers, suppliers, employees or other businesses associated with the Merger, (9) failure to satisfy the closing conditions of the definitive agreements relating to the Merger, or any unforeseen delay in closing the Merger, (10) the risk that the integration of the activities of Beach Bancorp, Inc. into the operations of the Company will be significantly delayed or will be more costly or difficult than expected, (11) the possibility that the Merger will be more costly to complete than expected, including due to unexpected factors or events, (12) dilution caused by the Company’s issuance of additional common stock in connection with the Merger, and (13) general competitive, economic, political and market. Other factors that could affect forward-looking statements can be found in the disclaimers included under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in the Company’s Annual Report. the Company on Form 10-K for the fiscal year ended December 31, 2021, under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other documents subsequently filed by the Company with the SEC. Therefore, no forward-looking statement can be guaranteed.
Neither the Company nor Beach Bancorp, Inc. undertakes to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For any forward-looking statements made in this communication, any attachments hereto, or any related documents, the Company and Beach Bancorp, Inc. claim safe harbor protection for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.