Southern Missouri Bancorp, Inc. (NasdaqGM:SMBC) agreed to acquire Citizens Bancshares Co. from Castle Creek Capital Partners VI LP, managed by Castle Creek Capital LLC and others for approximately $140 million on September 19, 2022. Southern Missouri Bancorp, Inc. (NasdaqGM:SMBC) entered into a definitive merger agreement to acquire Citizens Bancshares Co. from Castle Creek Capital Partners VI LP, managed by Castle Creek Capital LLC and others for approximately $140 million on September 20, 2022. Under the terms of the agreement, Citizens? shareholders will have the right to elect either a fixed exchange ratio of 1.1448 shares of Southern Missouri common stock or a cash payment of $53.5 for each Citizens? share. The transaction's value is approximately $140 million, with merger consideration comprised of stock and cash at a 75:25 ratio. Upon consummation of the merger, the shareholders of Citizens will own approximately 18% of the combined company. Citizens Bancshares will pay a fee of $5.5 million to Southern Missouri Bancorp in case Citizens Bancshares terminates the transaction. Pursuant to the Merger Agreement, Southern Missouri will appoint as a director one individual who had served as a director of Citizens as of the date of the Merger Agreement for a term to expire at the 2025 annual meeting.

The merger agreement was approved and adopted unanimously by the Board of Directors of each of both Southern Missouri Bancorp and Citizens Bancshares. The transaction is subject to approval of the agreement by shareholders of both Southern Missouri Bancorp and Citizens Bancshares, regulatory and third party approval, effectiveness of form S-4, Nasdaq listing approval for all shares of buyer common stock to be delivered as merger consideration, dissenting Shares being less than 10% and other customary closing conditions. The board of directors of Citizens formed a strategy committee to work with D.A. Davidson in reviewing potential transactions. On September 19, 2022, the members of the boards of directors, the Citizens and CBTC boards of directors determined that the merger agreement, the merger and the other transactions contemplated thereby were advisable and in the best interests of Citizens and its shareholders, and the Citizens and CBTC boards of directors unanimously voted to approve and adopt the merger agreement, the merger and the other transactions contemplated thereby. Certain directors and executive officers of the company have executed a voting agreement pursuant to which they have agreed to vote their shares of Southern Missouri common stock in favor of the issuance of the shares in the merger. On December 22, 2022, Citizens? shareholders and Southern Missouri?s shareholders approved the transaction. As of December 22, 2022, the parties announced the receipt of all required regulatory approvals for the merger of the two companies. The transaction is expected to be completed in the first calendar quarter of 2023. The transaction is anticipated to be accretive to earnings per share by approximately 5% in our fiscal year ended June 30, 2023, and by 17% in our fiscal year ended June 30, 2024. the election deadline for record holders of shares of Citizens? common stock to elect the form of merger consideration they wish to receive in connection with the transaction is January 17, 2023.

C. Robert Monroe and McGregor K. Johnson of Stinson LLP acted as legal advisor to Citizens Bancshares. Martin L. Meyrowitz of Silver, Freedman, Taff & Tiernan LLP acted as legal advisor to Southern Missouri Bancorp. Piper Sandler & Co. acted as fairness opinion provider and financial advisor to Southern Missouri Bancorp. D.A. Davidson & Co. acted as financial advisor and fairness opinion provider to Citizens Bancshares. Sidley Austin LLP acted as legal advisor to Castle Creek Capital LLC. Piper Sandler will receive a fee in an amount equal to 1% of the aggregate purchase price, which fee is contingent upon the closing of the merger. At the time of announcement of the transaction Piper Sandler?s fee was approximately $1.4 million. Piper Sandler also received a $0.25 million fee from Southern Missouri upon rendering its opinion, which opinion fee will be credited in full towards the advisory fee which will become payable to Piper Sandler upon closing of the transaction. Computershare Trust Company, N.A. will act as exchange agent to Citizens. Citizens agreed to pay D.A. Davidson a cash fee of $0.1 million concurrently with the rendering of its opinion. Citizens will pay to D.A. Davidson at the time of closing of the merger a contingent cash fee equal to 1% of the aggregate consideration. Georgeson LLC acted as the information agent to Citizens Bancshares.

Southern Missouri Bancorp, Inc. (NasdaqGM:SMBC) completed the acquisition of Citizens Bancshares Co. from Castle Creek Capital Partners VI LP, managed by Castle Creek Capital LLC and others for approximately $130 million on January 20, 2023. As a part of closing of the transaction, each share of Citizens common stock is being exchanged for 1.1755 shares of Southern Missouri common stock or $54.93 in cash (as adjusted based on Citizens? capital and the total number of shares outstanding immediately prior to closing) at the election of the shareholders, subject to the proration and allocation procedures set forth in the merger agreement. Southern Missouri paid approximately $131.4 million in merger consideration, comprised of stock and cash at a 74:26 ratio. Cash was paid in lieu of any fractional shares of Southern Missouri common stock. Citizens has become a subsidiary of Southern Missouri effective with the closing of the merger. In conjunction with the merger, William Young, President of Citizens Bank & Trust Company, has joined the boards of directors of Southern Missouri and Southern Bank. The Citizens Bancshares team members will be joining the Southern Bank family.