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Sandhills Merger Information

Citizens Bancshares Corporation, the holding company of The Citizens Bank, and Sandhills Holding Company, Inc., the holding company of Sandhills Bank, jointly announced today that they have entered into a definitive merger agreement, pursuant to which Sandhills Holding Company, Inc. and Sandhills Bank will merge with and into Citizens Bancshares Corporation and The Citizens Bank.

The merger agreement has been unanimously approved by the Board of Directors of both companies.  Closing of the transaction, which is expected to occur early during the third quarter of 2022, is subject to customary conditions, including regulatory approval and approval by the shareholders of Sandhills Holding Company, Inc. 

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Cautionary Statement Regarding Forward-Looking Statements

Statements included herein, which are not historical in nature are intended to be, and hereby are identified as, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Examples of forward-looking statements include, but are not limited to, statements regarding the outlook and expectations with respect to the planned merger, the strategic and financial benefits of the merger, including the expected impact of the transaction on the combined company's scale and deposit franchise, and the timing of the closing of the transaction. Words such as "believe," "expect," "anticipate," "project," "should," and variations of such words and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are subject to risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results. Such risks, uncertainties and assumptions, include, among others, the following:

  • the failure to obtain necessary regulatory approvals when expected or at all (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction);
  • the failure of either company to satisfy any of the other closing conditions to the transaction on a timely basis or at all;
  • the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement; and
  • other factors that may affect future results of either party including changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; changes in general economic conditions, including due to the COVID-19 pandemic; the impact, extent and timing of technological changes; capital management activities; and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms.

Citizens Bancshares Corporation and Sandhills Holding Company, Inc. undertake no obligation to revise or update publicly any forward-looking statements for any reason.