FORM OF AGREEMENT AND PLAN OF MERGER BY AND AMONG HERITAGE FINANCIAL GROUP, HERITAGE MHC AND HERITAGE FINANCIAL GROUP, INC.
Exhibit
2.2
FORM
OF
AGREEMENT
AND PLAN OF MERGER BY AND AMONG
HERITAGE
FINANCIAL GROUP, HERITAGE MHC AND
HERITAGE
FINANCIAL GROUP, INC.
THIS AGREEMENT AND PLAN OF
MERGER (this “Merger Agreement”) dated as of ,
is made by and among Heritage Financial Group, a federal corporation (the
“Mid-Tier Holding Company”), Heritage MHC, a federally chartered mutual holding
company (the “Mutual Holding Company”), and Heritage Financial Group, Inc., a
corporation organized under the laws of Maryland and wholly owned subsidiary of
Heritage Financial Group (“Holding Company”). Capitalized terms have the
respective meanings given them in the Plan of Conversion and Reorganization (the
“Plan”) of Heritage MHC dated March 17, 2010, unless otherwise defined
herein.
R
E C I T A L S:
1. The
Mid-Tier Holding Company is a federal corporation that owns 100% of the common
stock of HeritageBank of the South (the “Bank”).
2. The
Mutual Holding Company is a federal mutual association which owns approximately
76% of the common stock of the Mid-Tier Holding Company.
3. The
Holding Company is a corporation organized under the laws of the State of
Maryland and 100% of its outstanding common stock is owned by the Mid-Tier
Holding Company.
4. The
Mutual Holding Company will merge with and into the Mid-Tier Holding Company
with the Mid-Tier Holding Company as the surviving entity.
5.
Immediately thereafter, the Mid-Tier Holding Company will merge with and into
Holding Company with Holding Company as the surviving entity.
6. At
least two-thirds of the members of the boards of directors of the Mid-Tier
Holding Company, Mutual Holding Company and Holding Company have approved this
Merger Agreement, and have authorized the execution and delivery
thereof.
NOW, THEREFORE, in
consideration of the premises and mutual agreements contained herein, the
parties hereto have agreed as follows:
1. Mergers. At and on the
Effective Date of the Conversion, (the “Effective Date”) (i) the Mutual Holding
Company will merge with and into Mid-Tier Holding Company (the “MHC Merger”)
with the Mid-Tier Holding Company as the resulting entity, and (ii) immediately
thereafter the Mid-Tier Holding Company will merge with and into the Holding
Company (the “Mid-Tier Merger”) with the Holding Company as the resulting entity
(the “Resulting Corporation”).
2. Exchange of Equity
Interests/Stock. In the MHC Merger, members of the Mutual
Holding Company who are Eligible Account Holders and Supplemental Eligible
Account Holders will, by virtue of the MHC Merger and this Merger Agreement,
constructively receive liquidation interests in the Mid-Tier Holding Company
equivalent to, and in cancellation of, their equity/liquidation rights in the
Mutual Holding Company. In the Mid-Tier Merger: (a) all of the
outstanding common stock and rights to acquire common stock of the Mid-Tier
Holding Company will be cancelled and exchanged for common stock and rights to
acquire common stock of the Holding Company based upon the Exchange Ratio; (b)
Eligible Account Holders and Supplemental Eligible Account Holders will receive
an interest in the Liquidation Account of the Holding Company (and indirectly
rights in the Bank Liquidation Account held by the Holding Company
for their benefit) in exchange for and in cancellation of their constructive
liquidation interests in the Mid-Tier Holding Company; and (c) all of the
outstanding common stock of the Holding Company held by the Mid-Tier Holding
Company prior to the Mid-Tier Merger will be cancelled in the Mid-Tier
Merger.
3. Required Approvals. This
Merger Agreement shall not be effective until and unless the Plan is approved by
the Bank Regulators after approval by at least (i) two-thirds of the
outstanding common stock of the Mid-Tier Holding Company, (ii) a majority
vote of the shares held by Minority Stockholders, and (iii) a majority of
the eligible vote of Voting Members, and this Merger Agreement shall have been
filed with the Bank Regulators with respect to the Mid-Tier Merger. Approval of
the Plan by the Voting Members shall constitute approval of the Merger Agreement
by the equity holders of the Mutual Holding Company. Approval of the Plan by
Minority Stockholders of the Mid-Tier Holding Company shall constitute approval
of this Merger Agreement by the stockholders of the Mid-Tier Holding
Company.
4. Name. The name of the
Resulting Corporation is Heritage Financial Group, Inc.
5. Offices. The main office of
the Resulting Corporation shall be 000 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxxx, Xxxxxxx
00000.
6. Directors and Officers. The
directors and officers of the Mid-Tier Holding Company immediately prior to the
Effective Date shall be the directors and officers of the Resulting Corporation
after the Effective Date.
7. Rights and Duties of the Resulting
Corporation. The Resulting Corporation, without any order or action on
the part of any court or otherwise and without any documents of assumption or
assignment, shall hold and enjoy all of the properties, franchises and
interests, including appointments, powers, designations, nominations and all
other rights and interests as the agent or other fiduciary in the same manner
and to the same extent as such rights, franchises, interests and powers were
held or enjoyed by the Mutual Holding Company and the Mid-Tier Holding Company.
The Resulting Corporation shall be responsible for all of the liabilities,
restrictions and duties of every kind and description of the Mid-Tier Holding
Company immediately prior to the Mid-Tier Merger, including liabilities for all
debts, obligations and contracts of the Mid-Tier Holding Company and Mutual
Holding Company matured or unmatured, whether accrued, absolute, contingent or
otherwise and whether or not reflected or reserved against on balance sheets,
books of accounts or records of the Mid-Tier Holding Company or the Mutual
Holding Company. All rights of creditors and other obligees and all liens on
property of the Mid-Tier Holding Company and Mutual Holding Company shall be
preserved and shall not be released or impaired.
8. Incorporation of Other Terms. The Plan is
incorporated herein by this reference and made a part hereof to the extent
necessary or appropriate to effect and consummate the terms of this Merger
Agreement.
[SIGNATURES
APPEAR ON THE FOLLOWING PAGE]
2
IN WITNESS WHEREOF, the
Mid-Tier Holding Company, the Mutual Holding Company and the Holding Company
have caused this Merger Agreement to be executed as of the date first above
written.
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Heritage
Financial Group
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(a
federal corporation)
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ATTEST:
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By:
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Xxxxxx
X. Xxxxxx, Xx.
Secretary
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O.
Xxxxxxx Xxxxxxxx
Chief
Executive Officer
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Heritage
MHC
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ATTEST:
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By:
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Xxxxxx
X. Xxxxxx, Xx.
Secretary
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O.
Xxxxxxx Xxxxxxxx
Chief
Executive Officer
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Heritage
Financial Group, Inc.
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(a
Maryland corporation)
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ATTEST:
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By:
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Xxxxxx
X. Xxxxxx, Xx.
Secretary
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O.
Xxxxxxx Xxxxxxxx
Chief
Executive Officer
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