SouthState Corporation (NYSE:SSB) entered into an Agreement and Plan of Merger to acquire Independent Bank Group, Inc. (NasdaqGS:IBTX) from Vincent J. Viola and others for $2 billion on May 17, 2024. Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.01 per share, of IBTX (the ?IBTX Common Stock?), other than certain shares held by IBTX or SouthState, will be converted into the right to receive 0.60 shares (the ?Exchange Ratio?) of common stock. Based on SouthState's closing stock price of $80.85 as of May 17, 2024, this equates to a per share value of $48.51. Under the terms, SouthState will acquire IBTX in an all-stock transaction by means of a merger of IBTX with and into SouthState with SouthState surviving the Merger. Immediately following the Merger, IBTX?s wholly owned banking subsidiary, Independent Bank (d/b/a Independent Financial), will merge with and into SouthState?s wholly owned banking subsidiary, SouthState Bank, National Association (the ?Bank Merger?), with SouthState Bank, National Association surviving the Bank Merger and continuing as the surviving bank. The Merger Agreement provides certain termination rights for both SouthState and IBTX and further provides that a termination fee of $60,915,000 will be payable by IBTX to SouthState or a termination fee of $186,000,000 will be payable by SouthState to IBTX, as applicable, in the event the Merger Agreement is terminated.

At the effective time of the Merger, three directors of IBTX as of immediately prior to the effective time of the Merger will be added to SouthState?s board of directors.  The three new directors will include the current Chairman and Chief Executive Officer of IBTX, David R. Brooks, the current Lead Independent Director of IBTX, G. Stacy Smith, and one additional IBTX director to be mutually agreed by SouthState and IBTX. The completion of the Merger is subject to customary conditions, including (a) approval of the Merger Agreement by each of SouthState?s and IBTX?s respective shareholders and approval of the issuance of shares of SouthState Common Stock to be issued in the Merger by SouthState?s shareholders, (b) approval for listing on the NYSE of the shares of SouthState Common Stock to be issued in the Merger, subject to official notice of issuance, (c) the receipt of specified governmental consents and approvals, and termination or expiration of all applicable waiting periods in respect thereof, in each case without the imposition of a Materially Burdensome Condition, (d) effectiveness of a registration statement on Form S-4 for the shares of SouthState Common Stock to be issued in the Merger, and (e) the absence of any order, injunction, decree or other legal restraint preventing the completion of the Merger or the Bank Merger or prohibiting or making illegal the completion of the Merger or the Bank Merger. Each party?s obligation to complete the Merger is also subject to certain additional customary conditions, including (i) subject to certain exceptions, the accuracy of the representations and warranties of the other party, (ii) performance in all material respects by the other party of its obligations under the Merger Agreement and (iii) receipt by such party of an opinion from counsel to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. The Merger Agreement was approved by the board of directors of each of SouthState and IBTX by the unanimous vote of the directors present at the applicable meeting. The transaction is expected to close by the end of the first quarter of 2025. Raymond James & Associates, Inc. is serving as exclusive financial advisor and fairness opinion provider for SouthState and George R. Bason Jr., Evan Rosen and Margaret E. Tahyar, Veronica M. Wissel, Charlotte R. Fabiani, Corey M. Goodman of Davis Polk & Wardwell LLP serving as legal counsels to SouthState in the transaction. Keefe, Bruyette & Woods, A Stifel Company, is serving as exclusive financial advisor and Jacob A. Kling and Steven R. Green of Wachtell, Lipton, Rosen & Katz is serving as legal counsels to Independent Bank Group in the transaction. Keefe, Bruyette & Woods also provided fairness opinion to the board of directors of IBTX.