Southern States Bancshares, Inc. (NasdaqGS:SSBK) entered into an Agreement and Plan of Merger to acquire CBB Bancorp for $26.5 million on February 27, 2024. Subject to the terms of the definitive merger agreement, CBB Bancorp shareholders have the right to elect to receive either 1.550 shares of Southern States common stock or $45.63 in cash for each share of CBB Bancorp common stock they hold. This exchange ratio is fixed, which means that the transaction value will fluctuate as a result of changes in the Southern States? stock price. Based on Southern States? stock price of $24.24 as of February 27, 2024, the implied value per share is $38.38 and aggregate transaction value is $27 million. As per the terms, 10% CBB?s outstanding shares will be converted into the cash consideration and 90% of CBB?s outstanding shares will be converted into the stock consideration. Upon completion, Southern States expects to merge CBB Bancorp with and into Southern States, with Southern States as the surviving entity. Century Bank of Georgia would similarly be merged with and into Southern States Bank with Southern States Bank surviving. The Agreement contains certain termination rights for both Southern States Bancshares and CBB Bancorp and further provides that a termination fee of $1.2 million will be payable by CBB Bancorp to Southern States Bancshares upon termination of the Agreement under certain specified circumstances. Richard E. Drews, Jr. will join SSBK and Southern States Bank?s Board. David H. Caswell will serve as Market President of Bartow and Polk Counties.

Each party?s obligation to consummate the Merger is subject to customary closing conditions, including, among others, (1) approval of the Agreement and the Merger by CBB Bancorp shareholders, (2) receipt of required regulatory approvals without the imposition of a condition that, in the reasonable good faith judgment of the board of directors of Southern States Bancshares or the board of directors of CBB Bancorp, would so materially adversely impact the economic benefits of the transaction as contemplated by this Agreement so as to render inadvisable the consummation of the Merger, and receipt of all other requisite consents or approvals, (3) the absence of any law or order preventing or prohibiting the consummation of the transactions contemplated by the Agreement (including the Merger), (4) the effectiveness of the registration statement for the Southern States Bancshares common stock to be issued in the Corporate Merger, (5) receipt by Southern States Bancshares of opinion to the effect that the Corporate Merger will qualify as a ?reorganization? within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, (6) subject to certain exceptions, the accuracy of the representations and warranties of the other party, (7) the performance in all material respects by the other party of its obligations under the Agreement, and (8) the absence of any material adverse effect with respect to the other party. The board of directors of SSB and CBB has approved this Agreement. The transaction is expected to close in the third quarter of 2024.

Keefe, Bruyette & Woods, Inc. served as financial advisor to Southern States. Jones Walker LLP served as legal counsel to Southern States. Performance Trust Capital Partners served as financial advisor to Century Bank and rendered a fairness opinion to its board of directors. Troutman Pepper Hamilton Sanders LLP served as legal counsel to Century Bank.