Note 20: Business Combination

12 Months Ended

Jun. 30, 2013

Notes

Note 20: Business Combination

NOTE 20: Business Combination

On June 21, 2013, the Company entered into a definitive agreement (the “Agreement”) with Ozarks Legacy Community Financial, Inc. (“Ozarks”), pursuant to which Ozarks will be merged with and into the Company (the “Merger”), and immediately thereafter Ozarks’ bank subsidiary, Bank of Thayer (“BT”), will be merged with and into the Company’s subsidiary Bank.  Ozarks’ shareholders will be entitled to receive cash of approximately $6.2 million, subject to certain adjustments for transaction expenses and Ozarks’ equity at closing.  Approximately $3.7 million in outstanding debt of Ozarks, plus accrued interest, will also be assumed.  As part of the merger between Southern Bank and BT, BT’s minority shareholders will be paid $262,000.

In the event the Agreement is terminated under certain specified circumstances in connection with a competing transaction, Ozarks will be required to pay the Company a termination fee of $400,000 in cash.

The transaction is subject to customary closing conditions, including the receipt of regulatory approvals, approval of the Agreement by the shareholders of Ozarks and approval of the bank merger agreement by the shareholders of BT, and is expected to be completed in the fourth calendar quarter of 2013.  Certain principal shareholders of Ozarks have agreed to vote their shares of Ozarks common stock in favor of approval of the Agreement.