First Community Corporation (FCCO) disclosed a definitive Agreement and Plan of Merger, dated 13 July 2025, to acquire Signature Bank of Georgia through a bank-level merger. Signature Bank will merge into First Community Bank, FCCO’s wholly owned subsidiary, with First Community Bank surviving.
Consideration structure: each Signature Bank common share will convert into 0.6410 FCCO common shares; fractional shares will be paid in cash. All outstanding Signature Bank stock options will be cashed out for the in-the-money value (or $0.01 per share if out-of-the-money), net of withholding taxes.
Key deal terms and protections:
- The transaction requires approvals from FCCO and Signature Bank shareholders, state and federal banking regulators, and other customary conditions.
- Boards of FCCO, First Community Bank and Signature Bank unanimously approved the Agreement.
- Termination fee: if the Agreement is terminated under specified circumstances, Signature Bank must pay FCCO $1.6 million.
- Dissenters’ rights: FCCO may walk away if >10% of Signature shares give notice of intent to dissent.
- Support Agreements: directors and executive officers of Signature Bank (holding ~44.81 % of outstanding shares) agreed to vote in favor of the merger and not transfer their shares.
Governance & people: Two Signature directors will join the boards of FCCO and First Community Bank at closing. Selected Signature executives have signed employment agreements effective at closing, and a retention bonus plan will be implemented for critical employees. Non-competition agreements will be executed with all Signature directors except its CEO.
Exhibits: the full Merger Agreement (Exh. 2.1), an investor presentation (Exh. 99.1) and a press release (Exh. 99.2) accompany the Form 8-K. FCCO will later file an S-4 registration statement containing a joint proxy statement/prospectus to solicit shareholder approvals.
Next steps: preparation and mailing of the joint proxy statement/prospectus, receipt of shareholder and regulatory approvals, and completion of integration planning.
Form 4 filing (FCCO): Director Leland E. Reynolds elected to defer board compensation, receiving 226 deferred stock units on 06/30/2025 at a reference price of $24.32 per share under First Community Corporation’s Amended & Restated Non-Employee Director Deferred Compensation Plan. His total beneficial ownership rises to 29,965 shares, which includes 942 deferred units (with 4 units credited as dividend equivalents during Q2-2025). No derivative securities or sales were reported. The transaction is classified as an “A” (acquisition), executed directly, and reflects routine compensation deferral rather than an open-market purchase.