Market Overview

First Bancshares, Inc. Announces the Acquisition of FMB Banking Corporation


The First Bancshares, Inc. (NASDAQ:FBMS) ("First Bancshares" or "the
Company"), holding company for The First, A National Banking Association
("The First"), announced today the signing of an Agreement and Plan of
Merger with FMB Banking Corporation ("FMB"), parent company of Farmers &
Merchants Bank, pursuant to which First Bancshares has agreed to acquire
100% of the common stock of FMB in a combined stock and cash transaction.

Under the terms of the Agreement and Plan of Merger, each FMB
shareholder will have the option to receive either $204.70 in cash or
5.6391 shares of First Bancshares' common stock in exchange for each
share of FMB common stock, subject to customary pro-ration and
reallocation procedures, so that 80% of FMB shares will receive the
stock consideration and 20% will receive the cash consideration. The
aggregate consideration is valued at approximately $80 million, based on
FBMS' closing price of $36.45 per share as of July 23, 2018.

At June 30, 2018, FMB had approximately $480.7 million in consolidated
assets, $329.1 million in loans, $421.6 million in deposits and $38.8
million in consolidated stockholder's equity. FMB serves Jefferson and
Leon counties in Florida and Thomas County in Georgia through six full
service offices. The transaction will expand The First's footprint in
the Florida panhandle and will mark its entry into southern Georgia, and
will further bolster The First's presence in the Tallahassee market.
Additional information is available on the website for Farmers &
Merchants Bank:

The Agreement and Plan of Merger has been approved by the Boards of
Directors of First Bancshares and FMB. The closing of the transaction,
which is expected to occur in the fourth quarter of 2018, is subject to
customary conditions, including regulatory approval and approval by the
shareholders of FMB.

F. Wilson Carraway III, Chairman of the Board of FMB, commented, "We are
excited to combine with a quality institution in The First. This
combination will continue FMB's longstanding track record of service to
its customers, employees, and communities, and it also provides
significant value to our shareholders."

Combined Company

Upon completion of the transaction, the combined company will have
approximately $3.0 billion in total assets, $2.5 billion in total
deposits and $2.0 billion in total loans. The Company will have 67
locations in Mississippi, Louisiana, Alabama, Florida, and Georgia.

M. Ray "Hoppy" Cole, President & Chief Executive Officer of First
Bancshares and The First, commented, "We are excited to join forces with
FMB and look forward to growing our combined market share in Florida and
southern Georgia.

We are convinced that this partnership will allow our combined company
to better serve our existing clients and will provide additional
capacity to generate new relationships. The combined company will have
improved access to growth capital to help support existing as well as
new markets in the Florida/Georgia region.

FMB is over 100 years old and is well known for delivering excellent
service and exceptional performance. We are grateful that FMB chose our
company to partner with to help achieve our shared strategic vision of
building a service oriented, high performing regional community bank.

An important part of our community bank model is local support and
ownership. It helps ensure that we remain responsive to the needs of our
clients and local markets. FMB shareholders will have a significant
ownership position in our combined company and will be a part of
continuing to build our franchise in the Gulf South."


FIG Partners, LLC served as financial advisor to First Bancshares, and
Alston & Bird LLP served as its legal advisor. The Hovde Group LLC
served as financial advisor to FMB, and Bryan Cave Leighton Paisner LLP
served as its legal advisor.

About The First Bancshares, Inc.

The First Bancshares, Inc., headquartered in Hattiesburg, Mississippi,
is the parent company of The First, A National Banking Association.
Founded in 1996, the First has operations in Mississippi, Louisiana,
Alabama and Florida. The Company's stock is traded on NASDAQ Global
Market under the symbol FBMS. Information is available on the Company's

About FMB Banking Corporation

FMB Banking Corporation is the holding company of Farmers & Merchants
Bank, a community bank with six locations in Monticello and Tallahassee,
Florida and Thomasville, Georgia.

Forward Looking Statement

This news release contains "forward-looking statements" as defined in
the Private Securities Litigation Reform Act of 1995. In general,
forward-looking statements usually use words such as "may," "believe,"
"expect," "anticipate," "intend," "will," "should," "plan," "estimate,"
"predict," "continue" and "potential" or the negative of these terms or
other comparable terminology, including statements related to the
expected timing of the closing of the merger, the expected returns and
other benefits of the merger, to shareholders, expected improvement in
operating efficiency resulting from the merger, estimated expense
reductions resulting from the transactions and the timing of achievement
of such reductions, the impact on and timing of the recovery of the
impact on tangible book value, and the effect of the merger on the
Company's capital ratios. Forward-looking statements represent
management's beliefs, based upon information available at the time the
statements are made, with regard to the matters addressed; they are not
guarantees of future performance. Forward-looking statements are subject
to numerous assumptions, risks and uncertainties that change over time
and could cause actual results or financial condition to differ
materially from those expressed in or implied by such statements.

Factors that could cause or contribute to such differences include, but
are not limited to (1) the risk that the cost savings and any revenue
synergies from the merger may not be realized or take longer than
anticipated to be realized, (2) disruption from the merger with
customers, suppliers, employee or other business partners relationships,
(3) the occurrence of any event, change or other circumstances that
could give rise to the termination of the merger agreement, (4) the risk
of successful integration of FMB's business into the Company, (5) the
failure to obtain the necessary approvals by the shareholders of FMB,
(6) the amount of the costs, fees, expenses and charges related to the
merger, (7) the ability by the Company to obtain required governmental
approvals of the merger, (8) reputational risk and the reaction of each
of the companies' customers, suppliers, employees or other business
partners to the merger, (9) the failure of the closing conditions in the
merger agreement to be satisfied, or any unexpected delay in closing of
the merger, (10) the risk that the integration of FMB's operations into
the operations of the Company will be materially delayed or will be more
costly or difficult than expected, (11) the possibility that the merger
may be more expensive to complete than anticipated, including as a
result of unexpected factors or events, (12) the dilution caused by the
Company's issuance of additional shares of its common stock in the
merger, and (13) general competitive, economic, political and market
conditions. Additional factors which could affect the forward looking
statements can be found in the cautionary language included under the
headings "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and "Risk Factors" in the Company's Annual
Reports on Form 10-K for the year ended December 31, 2017, and other
documents subsequently filed by the Company with the SEC. Consequently,
no forward-looking statement can be guaranteed. Neither the Company nor
FMB undertakes any obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise. For any forward-looking statements made in this new release
or any related documents, the Company and FMB claim protection of the
safe harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995.

Additional Information About the Merger and Where to Find It

In connection with the proposed merger, the Company will file with the
Securities and Exchange Commission (the "SEC") a registration statement
on Form S-4 that will include a proxy statement of FMB and a prospectus
of the Company, as well as other relevant documents concerning the
proposed transaction. 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. WE URGE INVESTORS AND SECURITY
statement/prospectus will be sent to the shareholders of FMB seeking the
required shareholder approvals. Investors and security holders will be
able to obtain free copies of the registration statement on Form S-4 and
the related proxy statement/prospectus, when filed, as well as other
documents filed with the SEC by the Company through the web site
maintained by the SEC at
Documents filed with the SEC by the Company will also be available free
of charge by directing a written request to The First Bancshares, Inc.,
6480 U.S. Highway 98 West, Hattiesburg, Mississippi 39402 Attn: Chandra
Kidd. The Company's telephone number is (601) 268-8998.

Participants in the Transaction

The Company, FMB and certain of their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies
from the shareholders of FMB in connection with the proposed
transaction. Information about these participants may be found in the
definitive proxy statement of the Company filed with the SEC on April
11, 2018. Additional information regarding the interests of these
participants will also be included in the proxy statement/prospectus
regarding the proposed transaction when it becomes available. The
definitive proxy statement can be obtained free of charge from the
sources described above.

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