On December 17, 2018, Ameris Bancorp entered into an Agreement and Plan of Merger with Fidelity Southern Corporation. The Merger Agreement provides that, upon the terms and subject to the conditions, Fidelity will merge with and into Ameris, with Ameris surviving the Merger. Immediately following the Merger, Fidelity's wholly owned bank subsidiary, Fidelity Bank, will merge with and into Ameris's wholly owned bank subsidiary, Ameris Bank. The Merger Agreement provides that, at the Effective Time, the respective boards of directors of Ameris will be increased in size by five to fourteen members, and five current members of the board of directors of Fidelity will be appointed to fill the resulting vacancies. In addition, at the Effective Time, James B. Miller, Jr., Chairman and Chief Executive Officer of Fidelity, will become Executive Chairman of Ameris, and H. Palmer Proctor, Jr., President of Fidelity and Chief Executive Officer of Fidelity Bank, will become President of Ameris. The other existing officers of Ameris will continue to hold after the Effective Time the offices they held prior to the Effective Time, including Dennis J. Zember Jr. and Lawton E. Bassett, III, who will remain Chief Executive Officer of Ameris. Nicole S. Stokes will continue as Chief Financial Officer of Ameris.
Ameris Bancorp is a financial holding company, through its subsidiary, Ameris Bank (the Bank) provides a range of banking services to its retail and commercial customers in 164 locations in Georgia, Alabama, Florida, North Carolina and South Carolina. Its segments include the Banking Division, which provides full service financial services, including commercial loans, consumer loans and deposit accounts; the Retail Mortgage Division, which is engaged in origination, sales and servicing of one-to-four family residential mortgage loans; the Warehouse Lending Division is engaged in the origination and servicing of warehouse lines to other businesses are secured by underlying one-to-four family residential mortgage loans and residential mortgage servicing rights; the SBA Division is engaged in the origination, sales and servicing of small business administration loans, and the Premium Finance Division engaged in the origination and servicing of commercial insurance premium finance loans.
AMERIS BANCORP 
