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Pinnacle Financial to acquire Magna Bank

Pinnacle Financial Partners and Magna Bank have announced the signing of a definitive agreement for Pinnacle to acquire Magna through merger.

The proposed merger of Magna with and into Pinnacle has been approved by each company’s Board of Directors and is expected to close early in the fourth quarter of 2015. Completion of the transaction is subject to satisfaction of customary closing conditions, including the receipt of required regulatory approvals and the approval of Magna’s shareholders.

s four urban markets. Memphis is the largest city and second-largest MSA in the state, and the Magna acquisition will complete our current geographic market expansion plans," Pinnacle CEO Turner said.

"We see ample opportunities in Memphis, where the competitive landscape is virtually identical to the markets where we historically have been successful — Nashville and Knoxville. This acquisition provides us an immediate footprint in Memphis from which to leverage our strategy of hiring the best bankers in the market and positions us to reach our goal of at least $2.5 billion in assets in the Memphis MSA."

The transaction is currently valued at approximately $83.4 million based on Pinnacle’s closing price on April 28, 2015, based on the issuance of approximately 1.325 million shares of PNFP common stock and $20.7 million in cash, in each case assuming none of the options are exercised prior to closing.

Additionally, Pinnacle plans to redeem at closing the $18.35 million in Series C preferred stock issued by Magna in connection with its participation in the U.S. Treasury’s Small Business Lending Fund program.

Pinnacle expects its fully diluted earnings per share to be reduced in the fourth quarter of 2015 by less than 1.0 percent, while 2016 earnings should be increased by approximately 3.0 percent. Pinnacle’s tangible book value per share should increase as of the merger date.

Pinnacle, with 29 offices in eight Middle Tennessee counties and five offices in Knox County, reported total assets of $6.3 billion and total deposits of nearly $4.8 billion as of March 31, 2015.