July 30, 2025 | Financials | North America | Active
US regional banks Pinnacle Financial Partners and Synovus Financial have agreed to merge in an all-stock transaction. Under the terms of the definitive agreement announced on 24-Jul-25, Synovus shareholders will receive 0.5237 Pinnacle shares for each Synovus share. The companies have agreed to coordinate their declaration of dividends to ensure that shareholders do not receive two dividends – or miss one – in any given quarter, and a dividend cap has been set at $0.39 per Synovus share and $0.24 per Pinnacle share. Based on the companies’ undisturbed share prices as of 21-Jul-25, the stock consideration values Synovus at $61.18 per share, representing a 10.2% takeover premium. The boards of both companies unanimously approve the transaction, essentially a merger-of-equals, whereby Pinnacle shareholders will own 51.5% of the combined company, with Synovus shareholders holding the remaining 48.5%. Synovus Chairman and CEO Kevin Blair will lead the combined entity as President and CEO, and Pinnacle’s President and CEO Terry Turner will become Chairman. The 15-member board will include eight Pinnacle and seven Synovus directors. Synovus will seek a tax opinion confirming the merger qualifies as a “reorganisation,” and the combined entity will operate under the Pinnacle name and brand, with a shared focus on growth. Conditions include approval by shareholders of both companies (50%) as well as regulatory approvals from the Federal Reserve, the Commissioner of the Tennessee Department of Financial Institutions, and the Georgia Department of Banking and Finance. All regulatory filings are expected to be submitted within 30 days of the merger agreement, i.e. by 23-Aug-25. The merger agreement includes standard provisions on representations, warranties, and covenants, with specific carve-outs in the MAC for war and pandemic events. “Reasonable best efforts” clauses are included, requiring both parties to defend against legal impediments. However, a burdensome conditions clause limits the parties from taking any action or agreeing to any condition that would “reasonably be expected to have a material adverse effect on the surviving entity and its subsidiaries, taken as a whole, after giving effect to the merger.” Both companies are also subject to non-solicitation provisions, with customary fiduciary-out exemptions. The merger is expected to ...
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