AI assistant
Sending…
SIMMONS FIRST NATIONAL CORP — Merger & Acquisition 2021
Jun 9, 2021
31435_rns_2021-06-09_a0b1de33-cae9-4c76-86d5-466c870b6c0c.zip
Merger & Acquisition
Open in viewerOpens in your device viewer
Filed by Simmons First National Corporation
pursuant to Rule 425 under the
Securities Act of 1933, as amended,
and deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934, as amended
Subject Company: Landmark Community Bank
Commission File Number: 000-06253
June 9, 2021 Email from Simmons First National Corporation and Simmons Bank to Landmark Community Bank Associates
| Date: | June 9, 2021 |
|---|---|
| Subject: | “Hello” from Simmons Bank! |
| Email Body: | Sent on behalf of Jena Compton, Chief People and |
| Corporate Strategy Officer: Hello everyone, Earlier this week, you received a very important announcement: | |
| Simmons Bank plans to acquire Landmark Community Bank! This is an exciting and significant event for both of our organizations | |
| and one that will inevitably involve a considerable amount of adjustment. We know there will be many questions to answer and concerns | |
| to address about your employment and what it’s like to work for Simmons Bank, so to that end, we have included a link to | |
| a Simmons Welcome page. https://www.simmonsbank.com/welcome-new-associates Additionally, we will be hosting a Question-and-Answer Session on | |
| Friday, June 11 th at 2:30 pm CST to answer your employment related questions. The session is intended to be a time for | |
| you to ask questions that may not have been addressed. Dial-in information is provided below. Please keep in mind that we won’t have answers to every question | |
| at this time, but we will continue to reach out as we secure answers to the questions you have. Thank you in advance for your patience as we begin navigating this | |
| change. We look forward to sharing this journey with you. Sincerely, Jena Compton Microsoft Teams meeting |
Field: Page; Sequence: 1
Field: /Page
| Date: | June 9, 2021 |
|---|---|
| Subject: | “Hello” from Simmons Bank! |
| Email Body: | Sent on behalf of Jena Compton, Chief People and |
| Corporate Strategy Officer: Forward-Looking Statements Certain statements in this communication may not be based on historical | |
| facts and should be considered "forward-looking statements" within the meaning of the Private Securities Litigation Reform | |
| Act of 1995. These forward-looking statements may be identified by reference to a future period(s) or by the use of forward-looking | |
| terminology, such as “anticipate,” “estimate,” “expect,” “foresee,” “may,” | |
| “will,” “would,” “could,” or “intend,” future or conditional verb tenses, variations | |
| or negatives of such terms. These forward-looking statements include, without limitation, statements relating to the impact Simmons | |
| First National Corporation (the “Company”) expects the proposed transactions (“Proposed Transactions”) | |
| with Landmark Community Bank (“Landmark”) and Triumph Bancshares, Inc. (“Triumph”) to have on the combined | |
| entities’ operations, financial condition, and financial results (including, among other things, pro forma information), | |
| and the Company’s expectations about its ability to successfully integrate the combined businesses and the amount of merger | |
| related costs, as well as cost savings and other benefits, the Company expects to realize as a result of the Proposed Transactions. | |
| Readers are cautioned not to place undue reliance on the forward-looking statements contained in this communication, which involve | |
| risks and uncertainties, as actual results could differ materially from those indicated in such forward-looking statements due | |
| to a variety of factors. These factors, include, but are not limited to, the ability to obtain regulatory approvals and meet other | |
| closing conditions to the Proposed Transactions, including approval by Landmark’s and Triumph’s respective shareholders | |
| on the expected terms and schedule, delay in closing the Proposed Transactions, difficulties and delays in integrating the Landmark | |
| and/or Triumph business or fully realizing cost savings and other benefits of the Proposed Transactions, business disruption following | |
| the Proposed Transactions, changes in interest rates and capital markets, inflation, customer acceptance of the Company’s | |
| products and services, and other risk factors. Other relevant risk factors may be detailed from time to time in the Company’s | |
| press releases and filings with the U.S. Securities and Exchange Commission (the “SEC”). All forward-looking statements, | |
| expressed or implied, included in this communication are expressly qualified in their entirety by the cautionary statements contained | |
| or referred to herein. Any forward-looking statement speaks only as of the date of this communication, and the Company, Landmark, | |
| and Triumph undertake no obligation, and specifically decline any obligation, to revise or update these forward-looking statements, | |
| whether as a result of new information, future developments or otherwise. Important Additional Information and Where to Find It This communication does not constitute an offer to sell or the solicitation | |
| of an offer to buy any securities or a solicitation of any vote or approval with respect to the Proposed Transactions. No offer | |
| of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, | |
| and no offer to sell or solicitation of an offer to buy shall be made in any jurisdiction in which such offer, solicitation or | |
| sale would be unlawful. |
Field: Page; Sequence: 2
Field: /Page
| Date: | June 9, 2021 |
|---|---|
| Subject: | “Hello” from Simmons Bank! |
| Email Body: | Sent on behalf of Jena Compton, Chief People and |
| Corporate Strategy Officer: In connection with the Proposed Transactions, the Company will file | |
| with the SEC a registration statement on Form S-4 (the “Registration Statement”) that will include proxy statements | |
| of each of Landmark and Triumph and a prospectus of the Company (the “Joint Proxy Statement/Prospectus”), and the Company | |
| may file with the SEC other relevant documents concerning the Proposed Transactions. The definitive Joint Proxy Statement/Prospectus | |
| will be mailed to shareholders of Landmark and Triumph. SHAREHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT | |
| PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTIONS CAREFULLY AND IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY | |
| OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BY THE COMPANY, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE | |
| THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS. Free copies of the Joint Proxy Statement/Prospectus, as well as | |
| other filings containing information about the Company, may be obtained at the SEC’s Internet site (http://www.sec.gov), | |
| when they are filed by the Company. You will also be able to obtain these documents, when they are filed, free of charge, from | |
| the Company at simmonsbank.com under the heading “Investor Relations.” Copies | |
| of the Joint Proxy Statement/Prospectus can also be obtained, when it becomes available, free of charge, by directing a request | |
| to Simmons First National Corporation, 501 Main Street, Pine Bluff, Arkansas 71601, Attention: Ed Bilek, Director of Investor Relations, | |
| Email: [email protected] or [email protected], | |
| Telephone: (870) 541-1000, to Triumph Bancshares, Inc., 5699 Poplar Avenue, Memphis, TN 38119, Attention: Will Chase, President, | |
| Telephone: (901) 333-8800, or to Landmark Community Bank, 1015 West Poplar Avenue, Collierville, TN 38017, Attention: Jake Farrell, | |
| Chairman, Telephone: (901) 850-0555. Participants in the Solicitation The Company, Landmark, Triumph and certain of their directors, executive | |
| officers and employees may be deemed to be participants in the solicitation of proxies from the shareholders of Landmark or Triumph | |
| in connection with the Proposed Transactions. Information about the Company’s directors and executive officers is available | |
| in its proxy statement for its 2021 annual meeting of shareholders, which was filed with the SEC on April 15, 2021. Information | |
| regarding all of the persons who may, under the rules of the SEC, be deemed participants in the proxy solicitation and a description | |
| of their direct and indirect interests, by security holdings or otherwise, will be contained in the Joint Proxy Statement/Prospectus | |
| regarding the Proposed Transactions and other relevant materials to be filed with the SEC when they become available. Free copies | |
| of these documents may be obtained as described in the preceding paragraph. |
Field: Rule-Page
Field: /Rule-Page
More from SIMMONS FIRST NATIONAL CORP
Regulatory Filings
2026
May 14
Regulatory Filings
2026
May 13
Interim / Quarterly Report
2026
May 6
Major Shareholding Notification
2026
Apr 30
Major Shareholding Notification
2026
Apr 29
Regulatory Filings
2026
Apr 23
Regulatory Filings
2026
Apr 16
Major Shareholding Notification
2026
Apr 9
Annual Report
2026
Apr 8
Proxy Solicitation & Information Statement
2026
Apr 8