Colony Bankcorp, Inc., the holding company for Colony Bank, and SouthCrest Financial Group, Inc., the holding company for SouthCrest Bank, N.A., jointly announced the signing of an Agreement and Plan of Merger under which Colony has agreed to acquire 100% of the common stock of SouthCrest in a combined stock-and-cash transaction valued at approximately $84.0 million. Upon completion of the transaction, Colony is expected to have approximately $2.4 billion in assets, $1.4 billion in loans, $2.0 billion in deposits, and $165.8 million in tangible common equity. The transaction is expected to be meaningfully accretive to Colony's fully diluted earnings per share in year one, excluding transaction costs.

The Agreement and Plan of Merger has been approved by the Boards of Directors of Colony and SouthCrest. The closing of the transaction, which is expected to occur no later than the fourth quarter of 2021, is subject to customary conditions, including regulatory approval and approval by the shareholders of Colony and SouthCrest.

Under the terms of the Agreement and Plan of Merger, each SouthCrest shareholder will have the right to elect to receive either $10.45 in cash or 0.7318 shares of Colony's common stock in exchange for each share of SouthCrest common or preferred stock, subject to customary proration and allocation procedures such that approximately 27.5% of SouthCrest shares will be converted to cash consideration and the remaining 72.5% of SouthCrest shares will be converted to Colony common stock. Based on Colony’s closing stock price of $15.00 per share as of April 21, 2021, the value of the per share merger consideration is estimated to be $10.83.

Commenting on the announcement, Heath Fountain, President and Chief Executive Officer, said, “We are pleased to announce the acquisition of SouthCrest Financial Group and SouthCrest Bank. This acquisition will allow Colony to accelerate its growth by increasing our footprint to include the attractive Northern Georgia markets and additionally provide us access to the highly populous suburban Atlanta markets. Colony has built a reputation for responsive, high-quality customer service, and in that regard, our two companies share a unique alignment of core philosophies, values and ambitions that should make the integration process simple and, for SouthCrest's customers, seamless and transparent.

“With little overlap in our respective branch networks, we look forward to serving these customers with a broader array of products, capabilities, and resources, including mortgage banking and Small Business Administration lending, which should translate into meaningful enhancements to the way they experience banking. In turn, we expect to realize additional growth in loans and deposits beyond our own organic expansion, as well as greater efficiencies in our business. Moreover, with combined assets of $2.4 billion, Colony will be the largest community bank and the fourth largest bank based in Georgia. We believe significant opportunities exist for continued growth as we increase our combined banks’ operational scale and bring additional resources to our new markets.”

Fountain continued, "Outside of the appealing financial and strategic rationale for this transaction, we also are pleased to note that Harold W. Wyatt, III, Chairman of SouthCrest Financial Group, and Brian D. Schmitt, Chief Executive Officer of SouthCrest Financial Group, will join Colony’s Board of Directors when the acquisition is completed. Brian will also join our executive team in the role of Executive Vice Chairman. I have known Brian for many years and have worked with him at a prior financial institution. He has a deep understanding of suburban Atlanta markets, as well as a keen focus on strategic planning and acquisitions. His knowledge will be invaluable as we continue to grow Colony Bank. Brian will also be joined by several experienced SouthCrest executive team members who will joining the combined company.”

Schmitt commented, "As our company considered various growth and strategic alternatives, our Board was impressed by the Colony team. Colony will provide greater capital resources and operational scale that will allow us to grow as part of the largest community bank in the state. The transaction provides an increased competitive advantage in the banking arena, not only from the standpoint of products and services, but also those related to customer service. I am excited to once again be working with Heath who I have known for many years, as well as his management team. We are pleased that both institutions share commonalities of enhanced service and value.”

Hovde Group, LLC, served as financial advisor and Fenimore, Kay, Harrison & Ford, LLP, provided legal counsel to Colony. Janney Montgomery Scott served as financial advisor to SouthCrest and Alston & Bird, LLP, served as its legal advisor.