Tupelo, Miss.-based BancorpSouth Bank entered into a definitive merger agreement with Scottsboro, Ala.-based FNS Bancshares Inc., the parent company of FNB Bank, pursuant to which FNS will be merged with and into BancorpSouth.

Under the agreement, BancorpSouth will issue 2,975,000 common shares, plus $18.0 million in cash, for all outstanding shares of FNS capital stock, subject to certain conditions and potential adjustments. Based on the closing price of BancorpSouth common stock on Jan. 12, the transaction is valued at approximately $108.4 million in the aggregate, or $90.04 per FNS common share.

On a consolidated basis, FNS reported total assets of $786.5 million, total loans of $492.5 million and total deposits of $665.9 million as of Sept. 30, 2020. BancorpSouth, meanwhile, has about $24 billion in assets, according to a news release.

The merger is expected to close during the first half of 2021. Upon completion of the transaction, FNS CEO Steve Rownd will serve as a BancorpSouth division president.

The merger will expand BancorpSouth's presence in Jackson, DeKalb and Marshall counties in Alabama, the Chattanooga, TN-GA Metropolitan Statistical Area and the Nashville-Davidson-Murfreesboro-Franklin, TN Metropolitan Statistical Area. It will also mark BancorpSouth's entrance into Georgia.

Keefe Bruyette & Woods served as financial adviser and Fenimore Kay Harrison & Ford LLP acted as legal counsel to FNS in the transaction. Janney Montgomery Scott LLC rendered a fairness opinion to FNS in connection with the merger.

Alston & Bird LLP and Waller Lansden Dortch & Davis LLP served as legal counsel to BancorpSouth.

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