Ameris Completes Fidelity Southern Merger, Names Proctor New CEO



Ameris Bancorp completed its acquisition of Fidelity Southern. Immediately following the acquisition, Fidelity’s banking subsidiary, Fidelity Bank, was merged with and into Ameris Bank, with Ameris Bank surviving the merger.

Fidelity Bank previously operated 62 branches, 46 of which were located in Georgia and 16 of which were located in Florida. Based on March 31, 2019, financial data and excluding purchase accounting adjustments, the combined bank has assets of $16.4 billion, deposits of $13.8 billion and total loans of $12.5 billion.

Under the terms of the merger agreement between Fidelity and Ameris, Fidelity’s shareholders are entitled to receive for each share of Fidelity common stock outstanding 0.80 shares of Ameris common stock.

Additionally, Dennis J. Zember Jr. resigned from his positions as president, CEO and director of Ameris Bancorp, and as CEO and director of Ameris Bank, citing a need to attend to family and personal matters. In connection with the consummation of the merger, H. Palmer Proctor, Jr., formerly president of Fidelity and CEO of Fidelity Bank, has been named CEO of the company and Ameris Bank.

Five former Fidelity directors – James B. Miller, Jr., Proctor, Jr., Gloria A. O’Neal, Rodney D. Bullardand Wm. Millard Choate – have also been appointed to the board of directors of the company and Ameris Bank.

Miller, who was appointed executive chairman in connection with the consummation of the merger, said, “We are delighted to complete this outstanding combination to create an even stronger bank that will be better positioned to serve our combined customer base and build value for our shareholders. We appreciate Dennis Zember’smany contributions to bringing our two organizations together and are confident that Palmer Proctor is more than ready to step into his new role as CEO of the combined entity.”

To better represent the strength and size of the merged financial institution within the industry, as well as among existing and prospective customers, Ameris Bank has begun planning a refresh of its brand. The brand enhancement process, to be completed by the end of the year, will create a sharper, stronger and more recognizable brand, with elements from both Ameris Bank’s and Fidelity Bank’s current brand identities.

Stephens served as financial advisor and Rogers & Hardin as legal counsel to Ameris. Sandler O’Neill + Partners served as financial advisor and Wachtell, Lipton, Rosen & Katz as legal counsel to Fidelity. FIG Partners, in addition to Sandler O’Neill, provided a fairness opinion to Fidelity.

Headquartered in Moultrie, GA, Ameris Bank has 176 locations in Georgia, Alabama, Florida and South Carolina at July 1, 2019, including the 62 locations acquired in the Fidelity acquisition.

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