Citizens Holding Company (“Citizens”) (Nasdaq: CIZN), the parent company of The Citizens Bank of Philadelphia (“Citizens Bank”) announced today the signing of a definitive merger agreement to acquire Charter Bank, (“Charter”). Upon completion of the merger, Charter will merge into Citizens Bank.

Based upon financial data as of March 31, 2019, the combined company will have approximately $1.2 billion in assets, deposits of $989 million, and gross loans of $569 million. The merger is expected to close in the fourth quarter of 2019, pending customary closing conditions, including receipt of required regulatory approvals and the approval by the shareholders of Charter.

Subject to the terms of the merger agreement, Charter shareholders will receive 0.39417 shares of Citizens’ common stock and $3.615 in cash for each outstanding share of Charter common stock. Based on Citizens’ closing price of $20.90 as of May 20, 2019, this equates to a per share value of $11.85 and an aggregate deal value of $20.0 million.

At March 31, 2019, Charter had approximately $161 million in total assets, $134 million in deposits and $110 million in gross loans.

Charter operates four branches in the counties of Harrison and Jackson, Mississippi. The combination expands Citizens’ presence in its southern markets, creating the 10th largest bank by deposits in the combined counties of Hancock, Harrison and Jackson, otherwise known as the Mississippi Gulf Coast.

Upon completion of the merger, Gregory E. Cronin, Chief Executive Officer of Charter, will serve in a leadership position with Citizens. “Our Charter Bank Team is enthusiastic to be joining a well-respected community bank with a history of providing exceptional products and services to its markets,” remarked Cronin. “We believe that we can better serve our clients in our local communities.”

“Charter was founded by a group of individual bankers who believed their customers had a need for better banking services, and they have built their institution around the philosophy of making decisions that best serve the interests of their customers. At Citizens we share these values and are excited to be adding a similar franchise into our fold while bolstering our presence throughout the Mississippi Gulf Coast,” commented Gregory L. McKee, President & Chief Executive Officer of Citizens.

Keefe, Bruyette & Woods, Inc. served as financial advisor, and Baker, Donelson, Bearman, Caldwell & Berkowitz, PC served as legal counsel to Citizens. FIG Partners LLC served as financial advisor, and Butler Snow LLP served as legal counsel to Charter.

About Citizens Holding Company
Citizens Holding Company, headquartered in Philadelphia, Mississippi, is a financial holding company that owns The Citizens Bank of Philadelphia. Citizens currently has 23 banking locations in Mississippi and offers full-service commercial banking, mortgage lending and title insurance services in addition to a full range of Internet banking services. As of March 31, 2019, Citizens had $1.1 billion in total assets, $840 million in deposits, and $447 million in gross loans. For additional information, locations and hours of operation, please visit www.citizensholdingcompany.com.
About Charter Bank

Charter Bank, headquartered in Biloxi, Mississippi, was founded in 2008 and built around a relationship-based, full service business banking concept. Charter offers a broad range of commercial and consumer banking services to small and medium sized businesses, professional firms, individuals, civic groups and other organizations. As of March 31, 2019, Charter had $161 million in total assets, $134 million in deposits and $110 million in gross loans. For additional formation on Charter, please visit www.mycharterbank.com.