Exhibit 2.1
TERMINATION AGREEMENT
TERMINATION AGREEMENT dated as of March 27, 2001, by and between THE
PEOPLES BANCTRUST COMPANY, INC., an Alabama business corporation ("BancTrust"),
and SOUTH ALABAMA BANCORPORATION, INC., an Alabama business corporation ("South
Alabama").
WITNESSETH
WHEREAS, BancTrust and South Alabama entered into an Agreement and Plan of
Merger dated as of January 17, 2001 (the "Merger Agreement"), which provided for
the merger of BancTrust with and into South Alabama, with South Alabama as the
surviving corporation (the "Merger"); and
WHEREAS, as an inducement to and condition of the parties' willingness to
enter into the Merger Agreement, South Alabama granted to BancTrust an option
pursuant to the South Alabama Option Agreement dated as of January 17, 2001 (the
"South Alabama Option Agreement") and BancTrust granted to South Alabama an
option pursuant to the BancTrust Option Agreement dated as of January 17, 2001
(the "BancTrust Option Agreement"); and
WHEREAS, concurrently with the execution and delivery of the Merger
Agreement, BancTrust and each of the directors of South Alabama, and South
Alabama and each of the directors of BancTrust, entered into voting agreements
in the form attached to the Merger Agreement (the "Voting Agreements"); and
WHEREAS, both the Board of Directors of BancTrust and the Board of
Directors of South Alabama desired to merge their respective companies in a
transaction structured as a merger of equals; and
WHEREAS, after substantial completion of their due diligence examinations
of each other and careful consideration of the Merger with their respective
managements and financial and legal advisors, the Boards of Directors of
BancTrust and South Alabama have each separately determined that consummation of
the Merger as a merger of equals is not at this time in the best interests of
BancTrust, South Alabama and their shareholders, customers and employees, as
well as the communities they serve;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants contained herein and in the Merger Agreement, the parties hereto do
hereby agree, subject to ratification by the Board of Directors of BancTrust and
the Board of Directors of South Alabama, as follows:
1. Pursuant to Section 7.1(a) of the Merger Agreement, BancTrust and South
Alabama agree that the Merger Agreement be, and hereby is, terminated as of the
date of this Termination Agreement.
2. Pursuant to Section 5.5(a) of the Merger Agreement, each party shall,
and shall cause its directors, officers, attorneys and advisors to, maintain the
confidentiality of all information obtained which is not otherwise publicly
disclosed by the other party. Each party and its officers and representatives
shall return to the other party all such non-public information and all copies
thereof whether in written or other tangible form.
3. Pursuant to Section 2(a)(iii) of each of the South Alabama Option
Agreement and the BancTrust Option Agreement, such Option Agreements are hereby
terminated as of the date of this Termination Agreement.
4. Pursuant to Section 4 of each of the Voting Agreements, such Voting
Agreements are hereby terminated as of the date of this Termination Agreement.
5. Each party acknowledges that it is responsible for all costs and
expenses incurred by it or on its behalf in connection with the transactions
contemplated by the Merger Agreement.
6. The parties acknowledge that neither BancTrust nor South Alabama has
breached an obligation under the Merger Agreement or failed to satisfy a
condition precedent to the closing of the Merger.
7. If any provision of this Termination Agreement shall be held invalid for
any reason whatsoever, the remaining provisions shall not be affected thereby.
8. BancTrust and South Alabama shall agree with each other as to the form
and substance of any press release or written shareholder notification related
to this Termination Agreement; provided, however, that nothing contained herein
shall prohibit either party, following notification to the other party, from
making any disclosure that its counsel deems necessary.
9. This Termination Agreement may be executed in counterparts, each of
which shall be deemed to be an original instrument, and such counterparts
together shall constitute one agreement.
10. This Termination Agreement shall be construed and interpreted in
accordance with the laws of the State of Alabama applicable to agreements made
and entirely to be performed within such jurisdiction.
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IN WITNESS WHEREOF, the parties hereto have caused this Termination
Agreement to be executed in counterparts by their duly authorized officers and
their corporate seals to be hereunto affixed and attested by their officers
thereunto duly authorized, all as of the day and year first above written.
THE PEOPLES BANCTRUST COMPANY, INC.
By /s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx, Chairman
SOUTH ALABAMA BANCORPORATION, INC.
By /s/ W. Xxxx Xxxxx, Jr.
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W. Xxxx Xxxxx, Jr., President
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