Bank of the Ozarks announces agreement to acquire Summit Bancorp.
LITTLE ROCK — Bank of the Ozarks, Inc. (NASDAQ: OZRK) announced today that it has entered into a definitive agreement and plan of merger (“Agreement”) with Summit Bancorp, Inc. (“Summit”) and its wholly-owned bank subsidiary Summit Bank (“Summit Bank”), headquartered in Arkadelphia. According to the terms of the Agreement, Bank of the Ozarks, Inc. (“Company”) will acquire all of the outstanding common stock of Summit in a transaction valued at approximately $216 million, subject to potential adjustments. Closing of the transaction is expected to be immediately accretive to the Company’s book value per common share and to its tangible book value per common share. The transaction is expected to be accretive to the Company’s diluted earnings per common share for the first 12 months after the transaction closes and thereafter. Summit Bank operates 23 banking offices and one loan production office in nine Arkansas counties. At Dec. 31, 2013, Summit Bank had approximately $1.2 billion of total assets, $778 million of loans and $994 million of deposits. Summit Bank originated from a charter granted in 1996 to Horizon Bank of Columbia County, Arkansas. In February 2000, its name was changed to Summit Bank and expansion began throughout southwest and central Arkansas. Ross Whipple, Chairman and Chief Executive Officer of Summit and Summit Bank, stated, “I’m proud of the organization we’ve built over the past 14 years at Summit Bank and equally proud to join forces with Bank of the Ozarks. We are very pleased to partner with one of the nation’s most respected banking organizations.” “Today, two premier Arkansas banking organizations, who share very similar philosophies and cultures, are joining to create an even more powerful banking franchise for our customers, employees and shareholders,” commented George Gleason, Chairman and Chief Executive Officer of Bank of the Ozarks. “Bank of the Ozarks has built its Arkansas presence primarily in the northern and central parts of the state, while Summit Bank has built a strong presence primarily in southwest and central Arkansas. The synergies created by com The synergies created by combining these two complementary, high performing community banks are significant. Given the similarities in our cultures and business models, this combination should be very positive and a smooth transaction for our combined customers and employees. Our customers will undoubtedly benefit from our expanded offices and product offerings,” Gleason added. Under the terms of the Agreement, which has been unanimously approved by the boards of directors of both companies, each outstanding share of common stock of Summit will be converted, at the election of each Summit shareholder, into the right to receive shares of the Company’s common stock, plus cash in lieu of any fractional share, or the right to receive cash, all subject to certain conditions and potential adjustments, provided that at least 80 percent of the merger consideration paid to Summit shareholders will consist of shares of the Company’s common stock. The number of Company shares to be issued will be determined based on Summit shareholder elections and the Company’s ten day average closing stock price as of the fifth business day prior to the closing date, ranging between $43.58 per share and $72.63 per share. Upon the closing of the transaction, Summit will merge into the Company and Summit Bank will merge into the Company’s wholly-owned bank subsidiary, Bank of the Ozarks. Completion of the transaction is subject to certain closing conditions, including customary regulatory approvals and the approval of the shareholders of Summit. The transaction is expected to close by the end of the second quarter of 2014. Following closing of the transaction, Ross Whipple is expected to be elected to the Boards of Directors of Bank of the Ozarks, Inc. and Bank of the Ozarks. This is the Company’s 11th acquisition transaction since March 2010 and the largest in its history. The Company held a press conference to discuss this transaction at 4 p.m. Thursday at the Capital Hotel in Little Rock. In addition to the information contained within this announcement, an Investor Presentation has been posted on the Company’s website www.bankozarks.com under “Investor Relations” containing additional information regarding this transaction. Summit was advised by the investment banking firm of Stephens Inc. and the law firm of Dover Dixon Horne PLLC. Bank of the Ozarks, Inc. was represented by the law firm of Kutak Rock LLP.