HeritageBank Completes Acquisition of Alarion Bank

Press release from the issuing company

Friday, October 3rd, 2014

Heritage Financial Group, Inc., the holding company for HeritageBank of the South, announced that it completed its previously announced acquisition of Alarion Financial Services, Inc. on September 30, 2014. Alarion was the holding company for Alarion Bank, which operated six branches in Ocala, Gainesville and Alachua (suburban Gainesville).

The Company's stockholders voted overwhelmingly at a special meeting on Monday to approve the transaction, valued at approximately $23.6 million. The acquisition was previously approved by Alarion's shareholders and the Company's banking regulators.

Commenting on the announcement, Leonard Dorminey, President and Chief Executive Officer of Heritage Financial Group, said, "We are pleased to complete this important step in the ongoing growth of our company. By tripling the number of branches we have in North Central Florida, this transaction expands our presence in the Ocala market and provides us with an initial entry into the Gainesville area. In addition, Alarion's strong mortgage banking operations will further support our strategic goal of expanding those services across our markets. We look forward to capitalizing on these opportunities and continuing to expand our business in North Central Florida."

The Company will issue approximately 1,337,000 shares of common stock in connection with the merger, including approximately 1,159,000 shares of common stock in exchange for 100% of the outstanding Alarion common stock. As a result of the merger, the Company assumed $6.84 million of Alarion's preferred stock. Immediately following the merger, the Company redeemed all of the preferred stock in exchange for $4.5 million in cash and approximately 178,000 shares of the Company's common stock. The transaction is expected to be immediately accretive to Heritage's fully diluted earnings per share, excluding deal costs.