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2018/06/12

Southern Bank and First Commercial Bank Parent Corporations Announce Agreement to Merge

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(June 12, 2018 Poplar Bluff, Missouri) Southern Missouri Bancorp, Inc. (NASDAQ: SMBC, “Southern Missouri”), the parent corporation of Southern Bank, and Gideon Bancshares Company (“Gideon”), the parent company of First Commercial Bank (“First Commercial”), today announced the signing of a definitive merger agreement whereby Southern Missouri will acquire Gideon in a stock and cash transaction. As part of the transaction, First Commercial will be merged with and into Southern Bank.

First Commercial operates ten branches in southeast Missouri, with four in Stoddard County, four in Scott County, and two in New Madrid County. At March 31, 2018, First Commercial’s assets totaled $223 million, including loans, net of allowance, of $145 million, while deposits totaled $177 million. Southern Bank reported total assets at March 31, 2018, of approximately $1.8 billion, including loans, net, of $1.5 billion, and total deposits of $1.6 billion. On a pro forma basis, following the acquisition, the combined company’s total assets will approximate $2.1 billion, with total loans, net, of $1.7 billion, and total deposits of $1.8 billion.

“Southern Missouri has a long history in southeast Missouri and we are pleased to add a number of very fine communities to those we serve in the area. We are also excited to bring an expanded presence to Dexter, Missouri, one of the markets we’ve served the longest,” stated Greg Steffens, President and CEO of Southern Bank. “Several of First Commercial’s locations quite nicely complement our existing network of community bank facilities in Dexter, Sikeston, and Cape Girardeau, Missouri, and we look forward to welcoming their customers and staff to our Southern Bank family.”

Brett Dorton, President of First Commercial, is expected to join the executive management team of Southern Bank. “I’ve been privileged to serve First Commercial’s customers and team members for many years, and we are proud of the legacy this organization has built,” said Dorton. “As we join with Southern Bank, I’m confident our customers will be provided the same personal service, along with an expanded ability to meet their needs with useful products and solutions. Southern Bank believes in community banking, and will bring new resources to our communities.” Southern Missouri and Gideon anticipate completion of the transaction in the fourth quarter of calendar year 2018, subject to satisfaction of customary closing conditions, including regulatory and shareholder approvals, and consummation of an exchange transaction involving the minority shareholders of First Commercial.

Forward-Looking Information: Except for the historical information contained herein, the matters discussed in this press release may be deemed to be forward-looking statements that are subject to known and unknown risks, uncertainties, and other factors that could cause the actual results to differ materially from the forward-looking statements, including: the requisite regulatory and shareholder approvals for this acquisition might not be obtained, the exchange transaction involving the minority shareholders of Gideon might not be consummated, or other conditions to completion of the transaction might not be satisfied or waived; expected cost savings, synergies and other benefits from Southern Missouri’s merger and acquisition activities, including this acquisition and Southern Missouri’s other acquisitions, might not be realized within the anticipated time frames or at all, and costs or difficulties relating to integration matters, including but not limited to customer and employee retention, might be greater than expected; the strength of the United States economy in general and the strength of the local economies in which we conduct operations; fluctuations in interest rates and in real estate values; monetary and fiscal policies of the Board of Governors of the Federal Reserve System and the U.S. Government and other governmental initiatives affecting the financial services industry; the risks of lending and investing activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses; our ability to access cost-effective funding; the timely development of and acceptance of our new products and services and the perceived overall value of these products and services by users, including the features, pricing and quality compared to competitors' products and services; fluctuations in real estate values and both residential and commercial real estate market conditions; demand for loans and deposits in our market area; legislative or regulatory changes that adversely affect our business; results of examinations of us by our regulators, including the possibility that our regulators may, among other things, require us to increase our reserve for loan losses or to write-down assets; the impact of technological changes; and our success at managing the risks involved in the foregoing. Any forward-looking statements are based upon management’s beliefs and assumptions at the time they are made. We undertake no obligation to publicly update or revise any forward-looking statements or to update the reasons why actual results could differ from those contained in such statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking statements discussed might not occur, and you should not put undue reliance on any forward-looking statements.

No Offer or Solicitation: This press release is being provided for informational purposes only and does not constitute (i) an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities, (ii) an offer to exchange any securities or (iii) the solicitation of any vote for approval of any transaction. There shall not be any offer, solicitation, sale or exchange of any securities in any state or other jurisdiction in which such offer, solicitation, sale, or exchange is not permitted.

Additional Information: Southern Missouri Bancorp, Inc. will file a registration statement on Form S-4 with the SEC in connection with the proposed transaction. The registration statement will include a proxy statement of Gideon, that also constitutes a prospectus of Southern Missouri, which will be sent to the shareholders of Gideon. Gideon shareholders are advised to read the proxy statement/prospectus when it becomes available because it will contain important information about Southern Missouri, Gideon, and the proposed transaction. When filed, this document and other documents relating to the merger filed by Southern Missouri can be obtained free of charge from the SEC’s website at www.sec.gov. These documents also can be obtained free of charge by accessing Southern Missouri’s investor relations website at http://investors.bankwithsouthern.com, then navigating to “SEC Filings.” Alternatively, these documents, when available, can be obtained free of charge from Southern Missouri upon written request to Southern Missouri Bancorp, Inc., Attn: Investor Relations, 2991 Oak Grove Road, Poplar Bluff, Missouri 63901 or by calling (573) 778-1800 or from Gideon upon written request to Gideon Bancshares Company., Attn: Investor Relations, 304 North Walnut, Dexter, Missouri 63841.

About Southern Bank

Southern Bank has served the financial needs of America's Heartland for over 130 years, making it one of the oldest financial institutions headquartered in the region. Southern Bank offers dynamic and competitive products to individuals and businesses with a full range of financial products and services. An intense focus is placed on core values of being strongly rooted within the communities it serves, but Southern Bank also offers the innovative technology and ease of accessibility consumers seek from larger banks. Southern Bank is now a $2.1 billion financial institution, with 47 locations in Southern Missouri, Northern Arkansas and Southern Illinois. For more information, visit www.bankwithsouthern.com.