CBS Financial Corporation

CBS Financial Corporation
Location: Smyrna, Georgia

Charter Financial Corporation (NASDAQ:CHFN), the holding company of CharterBank, announced today that it has entered into a definitive agreement and plan of merger with CBS Financial Corporation pursuant to which CBS will merge with and into Charter and Community Bank of the South will merge with and into CharterBank. CBS, headquartered in Smyrna, Georgia, and which operates Community Bank of the South, will add approximately $369 million in assets, $330 million in deposits, and $296 million in gross loans to Charter’s operations, along with four branch locations positioned in Smyrna and Marietta, Georgia. CBS was founded in 1999 and has built a strong deposit franchise, with core deposits representing 87% of total deposits and noninterest bearing demand deposits representing 17% of total deposits. CBS’s loan portfolio, which is comprised of approximately 55% commercial real estate loans, complements Charter’s existing loan portfolio. With this combination over sixty percent of Charter’s loans and deposits are in the Atlanta CSA.

“We are very excited to announce our partnership with Community Bank of the South,” said Robert L. Johnson, Chief Executive Officer and Chairman of Charter and CharterBank. “Community Bank of the South’s commitment to its customers and the communities it serves, as well as its strong financial performance and credit quality, represents community banking at its finest. We are also pleased to announce that Sylvia Hamby, President and Chief Operating Officer of Community Bank of the South, will serve as the Cobb County President of CharterBank.”

Lee A. Scroggins, Chief Executive Officer of CBS, stated, “We are extremely excited to be joining the Charter team. It was of great importance to us to find a partner with strong values, a commitment to community banking, and outstanding financial strength. Our customers, employees and the communities we serve will all benefit from this transaction.”

Under the terms of the definitive agreement, Charter will acquire all of the outstanding shares of CBS common stock based upon a purchase price of $20.50 per share, with a total transaction value of approximately $58.8 million.

The boards of directors of both Charter and CBS have unanimously approved the transaction. The transaction is expected to close in the second quarter of 2016, and is subject to approval by CBS’s shareholders, receipt of regulatory approvals and other customary closing conditions.

CBS was advised by the investment banking firm The Burke Group and the law firm Bryan Cave LLP. Charter was advised by the investment banking firm of FIG Partners, LLC and represented by the law firm of Alston & Bird LLP.

About CharterBank

Charter Financial Corporation is a savings and loan holding company and the parent company of CharterBank, a full-service community bank and a federal savings institution. CharterBank is headquartered in West Point, Georgia, and operates branches in west-central Georgia, east-central Alabama, and the Florida Gulf Coast. CharterBank’s deposits are insured by the Federal Deposit Insurance Corporation. Investors may obtain additional information about Charter Financial Corporation and CharterBank on the internet at www.charterbk.com under About Us.

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