First National Bank and Citizens Bank Cairo jointly announced today their definitive agreement to combine the banks in a merger transaction and will operate under the First National Bank name. Bainbridge Bancshares, Inc. (BBI) is the holding company for First National Bank.

As part of the agreement, First National Bank CEO Brad E. Barber will remain in that same capacity. Edgar Smith, Citizens Bank President and CEO, will retire from the Bank following a brief transition period. Mr. Smith has been with the Citizens Bank since 2008.

“On behalf of the directors of both banks I am pleased to announce this strategic combination of similar banking organizations”, said Brad Barber, CEO of First National. “Our two banks have always operated as true community banks. We are both locally owned and operated, and we are committed to the stability and vitality of our communities. Our shared values and traditions will make this combination work for the customers, communities and employees we serve, and we are confident that this transaction will greatly enhance shareholder value with efficiencies gained through economies of scale in the face of ever-increasing regulatory and other administrative costs. “

“Our Bank began contemplating the viability of a bank our size into the future and considered a variety of options” said Edgar Smith, President and CEO of Citizens Bank Cairo. “In the end, it became very clear that combining with First National was the obvious choice. They are located next door in Decatur County, serve many of the same areas, have a strong tradition of providing service and strength to their communities and similarly weathered the financial crisis by keeping their focus on their core customer bank and traditional community bank values. Our customers will also get the added benefits of additional locations with extended hours and additional products that a bank our size simply could not justify offering”.

Under the terms of the merger, First National Bank will be the acquiring institution and surviving charter. The FNB Board of Directors will continue to serve the combined organization with Charles Whittaker continuing his role as Chairman of the Board. The agreement was unanimously approved by the board of directors of each bank and holding company and is expected to close during the fourth quarter of 2016, subject to approval by Citizens Bank shareholders and regulatory approval and other customary closing conditions.

As of March 31, 2016, First National Bank had 18 employees and approximately $119 million in assets, loans of $78 million, deposits of nearly $100 million and equity of $13.6 million. Citizens Bank Cairo had 11 employees and approximately $32 million in assets, loans of nearly $19 million, deposits of $27 Million and equity of $4.5 million. The combined company will have nearly $151 million in assets and will operate 2 offices: Bainbridge and Cairo, GA.

During the merger discussions and negotiations, financial advisor Hovde Group and legal counsel Bryan Cave LLP advised First National Bank. Legal counsel Alston & Bird LLP advised Citizens Bank.