The First Bancshares, Inc. and Heritage Southeast Bancorporation, Inc. Announce Proposed Merger Transaction - Seite 2

Subject to the terms of the definitive merger agreement, HSBI shareholders will receive 0.965 shares of First Bancshares common stock for each share of HSBI common stock upon the closing of the transaction. The exchange ratio for the transaction is fixed, which means that the transaction value will fluctuate as a result of changes in the First Bancshares stock price. All outstanding options to acquire shares of HSBI common stock will be cashed out at the closing of the transaction. Based on the closing price of First Bancshares common stock of $29.68 as of July 26, 2022, the transaction is valued at approximately $207 million or $28.64 per share.

The definitive merger agreement has been unanimously approved by the boards of directors of each of HSBI and the Company, and the transaction is expected to close in the fourth quarter of 2022 or first quarter of 2023, following receipt of approvals from regulatory authorities, the approval of HSBI’s shareholders, the approval of the Company’s shareholders, and the satisfaction of other customary closing conditions. Certain shareholders of HSBI who are expected to own more than 4.9% of First Bancshares common stock following the completion of the merger have also agreed to be subject to a restriction on the sale of their First Bancshares shares for 90 days following the completion of the transaction.

Keefe, Bruyette & Woods, Inc, A Stifel Company, served as financial advisor to First Bancshares and rendered a fairness opinion to its board of directors. Alston & Bird LLP served as legal counsel to First Bancshares. D.A. Davidson & Co. also served as a financial advisor to First Bancshares and rendered a fairness opinion to its board of directors. Piper Sandler & Co. served as financial advisor and Nelson Mullins Riley & Scarborough LLP served as legal counsel to HSBI.

Investor Presentation and Conference Call

A slide presentation providing additional information regarding the Company’s proposed acquisition of HSBI is available in the Investor Relations section of the Company’s website.

The Company will host a conference call for analysts and investors to discuss the Company’s financial results and the proposed acquisition of HSBI at 1:00 p.m. Central Time on Thursday, July 28, 2022. Investors and analysts may participate by clicking on the Participant Conference Link: https://register.vevent.com/register/BI3b2b627ac8b444d4aa67f6094dbeb0c ....