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Palm Financial to Acquire SouthFirst Bank

^{Published on 2009-02-23 09:47:06, Last Modified on 2009-02-23 09:48:18 - Market Wire}
 

SYLACAUGA, Ala.--([ BUSINESS WIRE ])--Palm Financial, Inc. ("Palm Financial"), headquartered in Boca Raton, Florida, and SouthFirst Bancshares, Inc. (OTCBB: SZBI) ("SouthFirst Bancshares") today jointly announced the signing of a merger agreement for Palm Financial to acquire SouthFirst Bancshares and its subsidiaries, including SouthFirst Bank, headquartered in Sylacauga, Alabama.

SouthFirst Bancshares is a thrift holding company primarily engaged in the business activities of its wholly-owned subsidiaries including SouthFirst Bank. As of December 31, 2008, SouthFirst Bancshares had $133,316,849 million in assets and $9,262,868 million in equity and operates three banking centers in Alabama. The main banking center is located in Sylacauga and the other branches are located in Talladega and Clanton. Palm Financial is a Delaware corporation formed to acquire SouthFirst Bancshares. All three entities are well capitalized.

Under the terms of the merger agreement, each common share of SouthFirst Bancshares will be exchanged for $12.15 in cash, subject to certain adjustments as outlined in the agreement. The merger is expected to be completed in the summer of 2009.

Palm Financial's Chairman, Frank H. Chapman II, said, "This is a meaningful merger for Palm Financial as SouthFirst Bank's directors, management and employees have strong ties to the communities they serve. SouthFirst Bank's management team, under the leadership of CEO Sandra Stephens, has done very well in establishing a winning banking presence in Alabama. We are delighted that Ms. Stephens and her team will join Palm Financial and are pleased to associate with an institution like SouthFirst with its keen focus on high quality customer service. I look forward to working with each of SouthFirst's employees. SouthFirst Bank has a great staff of professional bankers, and we anticipate that the impact to SouthFirst's customer base will only be positive, as Palm Financial will continue the community banking model known to SouthFirst's customers and employees. All loan decisions will continue to be made locally."

Sandra Stephens, CEO of SouthFirst Bancshares, said, "This is a great opportunity for our stockholders, customers and employees. The merger provides SouthFirst with additional financial strength with minimal impact to the customers we serve. We look forward to continuing the high level of services our customers are used to in Talladega, Clanton and Sylacauga."

Completion of the merger is subject to approval of the transaction by the stockholders of SouthFirst Bancshares, to the receipt of required regulatory approvals, and to the satisfaction of usual and customary closing conditions.

SouthFirst Bancshares and SouthFirst Bank are being represented in the proposed merger transaction by Sheshunoff & Co. as financial advisor and Sirote & Permutt, P.C. as legal counsel. Palm Financial, Inc. is being represented by Cummings & Company, LLC as financial advisor and Gunster, Yoakley & Stewart, P.A. as legal counsel.

Important Additional Information and Where to Find It

This document does not constitute an offer to sell or a solicitation of an offer to buy securities. This communication is being made in connection with the proposed business combination involving Palm Financial and SouthFirst Bancshares. A definitive Proxy Statement for the transaction will be mailed to stockholders of SouthFirst Bancshares. INVESTORS AND SECURITY HOLDERS OF SOUTHFIRST BANCSHARES ARE URGED TO READ THE PROXY STATEMENT AND RELATED DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

This press release contains forward-looking statements. Forward-looking statements are statements that are not historical facts, are based on certain assumptions and reflect our current beliefs and expectations. These forward-looking statements are subject to risks and uncertainties, and other important factors that could cause actual results, performance or achievement to differ materially from any future results, performance or achievements discussed or implied by such forward-looking statements. The information set forth herein speaks only as of the date hereof, and Palm Financial and SouthFirst Bancshares disclaim any intention or obligation to update the information contained in this press release.