Citizens Holding Company · OTC:CIZN
Citizens — Merger or Acquisition (May 2019)
15 slides from Citizens's merger presentation, May 21, 2019
Slide 1: Acquisition of Charter Bank by Citizens Holding Company
Acquisition of Charter Bank by Citizens Holding Company Exhibit 99.1
Slide 2: Forward-Looking Statement Disclosure
Forward-Looking Statement Disclosure This presentation contains forward-looking statements, as defined by federal securities laws, including, among other forward-looking statements, certain plans, expectations and goals, and including statements about the benefits of the proposed merger of Charter B
Slide 3: Transaction Rationale
Transaction Rationale Strategic Rationale Financially Attractive Risk Mitigants Advances strategy of building a stronger community bank Expanding our presence along the demographically attractive Mississippi Gulf Coast Opportunity to grow relationships with Charter customers Stronger balance sheet a
Slide 4: Overview of Transaction Terms
Acquiror / Target Implied Offer Price per Share (1) Price / Tangible Book Value (%) Citizens Holding Company (“CIZN”) / Charter Bank (“Charter”) $11.85 140% Consideration Mix Pro Forma Ownership (2) (3) 70% stock / 30% cash consideration CIZN 88.0% / Charter 12.0% Fixed Stock Consideration 0.39417 s
Slide 5: Overview of Charter Bank
Dollars in thousands Source: S&P Global Market Intelligence Data as of or for the three months ended 3/31/19 Note: Core deposits defined as total deposits less jumbo time deposits greater than $250,000 Mississippi Gulf Coast is defined as the counties of Hancock, Harrison and Jackson Community Banks
Slide 6: Mississippi Gulf Coast Economy
Mississippi Gulf Coast Economy (1) Source: S&P Global Market Intelligence, mscoastalliance.com Deposit data as of 6/30/18; pro forma for announced transactions Demographic data deposit weighted by county (1)Mississippi Gulf Coast is defined as the counties of Hancock, Harrison and Jackson Mississipp
Slide 7: Deposit Market Share: Improving our Position Along the Gulf Coast
Deposit Market Share Source: S&P Global Market Intelligence, mscoastalliance.com Deposit data as of 6/30/18; pro forma for announced transactions Demographic data deposit weighted by county (1)Mississippi Gulf Coast is defined as the counties of Hancock, Harrison and Jackson Improving our Position A
Slide 8: Our Combined Company
Source: S&P Global Market Intelligence Data as of 3/31/19; MSA deposit data as of 6/30/18 Our Combined Company Pro Forma Highlights Combined Company Footprint CIZN (23) Charter (4) M I S S I S S I P P I West Point Starkville Hattiesburg Gulfport Biloxi Jackson Meridian Greenville Tupelo Columbus Oxf
Slide 9: Appendix
APPENDIX Az ic) Citizens Holding Company CHAATERMMBANK INTEGRITY * SERVICE * STABILITY cov ron CHARTERIU BANK [=
Slide 10: Pro Forma Loan Portfolio
Pro Forma Loan Portfolio CIZN Charter Pro Forma (1) Yield on Total Loans: 5.01% Yield on Total Loans: 5.65% Source: S&P Global Market Intelligence Dollars in millions Data bank level as of or for the three months ended 3/31/19 Excludes purchase accounting adjustments
Slide 11: Pro Forma Deposit Portfolio
Pro Forma Deposit Portfolio CIZN Charter Pro Forma Cost of Total Deposits: 0.86% Cost of Total Deposits: 1.12% Source: S&P Global Market Intelligence Dollars in millions Data bank level as of or for the three months ended 3/31/19 Note: Jumbo time deposits defined as time deposits greater than $250,0
Slide 12: Reconciliation of Non-GAAP Financial Measures
Reconciliation of Non-GAAP Financial Measures
Slide 13: Reconciliation of Non-GAAP Financial Measures (cont.)
Reconciliation of Non-GAAP Financial Measures (cont.)
Slide 14: Reconciliation of Non-GAAP Financial Measures (cont.)
Reconciliation of Non-GAAP Financial Measures (cont.)
Slide 15: Reconciliation of Non-GAAP Financial Measures (cont.)
Reconciliation of Non-GAAP Financial Measures (cont.)