CNB Bank Shares, Inc. entered into a definitive merger agreement to acquire Jacksonville Bancorp, Inc. (NASDAQ:JXSB) from Stilwell Value LLC, Chicago Capital Management, LLC and others for $61.1 million on January 17, 2018. Under the terms of the merger agreement, Jacksonville Bancorp shareholders will receive $33.7 in cash for each Jacksonville Bancorp share held. In addition, each outstanding option to acquire shares of Jacksonville Bancorp common stock will be canceled in exchange for a cash payment equal to the difference between $33.7 and the exercise price of the option, resulting in an aggregate transaction value of approximately $61.6 million. Castle Creek Capital Partners VI LP ('Castle Creek') will make an investment of $30 million into CNB Bank Shares with the proceeds being used both to fund the merger and support future organic growth. Following the merger, Jacksonville Savings Bank, the wholly-owned subsidiary of JXSB, will merge with and into CNB Bank & Trust ('CNB B&T'), the wholly-owned subsidiary of CNB Bank Shares. As a result of the merger and bank merger, Jacksonville Bancorp and Jacksonville Savings Bank will no longer exist as separate legal entities, Jacksonville Bancorp’s common stock will be deregistered and Jacksonville Bancorp’s common shares will cease to be traded on the NASDAQ Capital Market. Upon completion of the holding company merger, it is anticipated the two banks will be merged in the fourth quarter of 2018 or first quarter of 2019. Upon termination of the merger agreement under certain circumstances, either Jacksonville Bancorp or CNB Bank Shares will be obligated to pay the other a termination fee of $2.25 million. Pursuant to the merger, Rich Foss, President and Chief Executive Officer of Jacksonville Savings Bank, will serve as a Director on the Board of CNB Bank & Trust and Jacksonville Bancorp Board Chairman Andy Applebee will remain in an advisory capacity. One current Director of Jacksonville Bancorp will be appointed to the Board of Directors of CNB Bank & Trust, N.A. effective as of the closing of the bank merger. Jacksonville Bancorp’s current Chief Financial Officer Diana S. Tone will become the Chief Financial Officer of CNB Bank Shares and Jacksonville Savings Bank’s current Chief Lending Officer Chris A. Royal will become a Market President of CNB Bank after the bank merger. Upon closing of the transaction, Castle Creek will have one representative appointed to CNB Bank Shares’ Board of Directors. The employment of Richard A. Foss is terminated by CNB Bank Shares. The transaction is subject to certain conditions, including, among others, approval of the merger by majority of Jacksonville Bancorp’s stockholders, the receipt of all required regulatory approvals, expiration of applicable waiting periods and the closing shareholder’s equity shall not be less than $50 million. The Directors of CNB Bank Shares and JXSB have unanimously approved the merger agreement. The Board of Directors of Jacksonville Bancorp unanimously recommends their shareholders to vote in favor of the merger. As of March 29, 2018, the Jacksonville Bancorp directors and certain executive officers holding in the aggregate 318,208 shares of common stock, excluding stock options, or 17.54% of our outstanding shares of common stock, each entered into a separate voting agreement with CNB Bank Shares, pursuant to which each such director and executive officer has agreed to vote all shares in favor of the merger. The special meeting of stockholders of Jacksonville Bancorp, Inc. to approve the transaction will be held at the headquarters of Jacksonville Bancorp on May 22, 2018. As of May 22, 2018, Jacksonville Bancorp shareholders approved the transaction. As of May 29, 2018, the transaction has received the final regulatory approval. The acquisition is expected to close in the second quarter of 2018. As per the announcement made on May 22, 2018, the transaction is expected to close on May 31, 2018. As of May 29, 2018, the deal is expected to close on June 4, 2018. D.A. Davidson & Co. served as the financial advisor and provided fairness opinion to Jacksonville Bancorp. Pursuant to the terms of the engagement letter, Jacksonville Bancorp agreed to pay D.A. Davidson a cash fee of? $0.1 million concurrently with the rendering of its opinion. Jacksonville Bancorp will pay to D.A. Davidson at the time of the closing of the merger a contingent cash fee equal to 0.70% of the aggregate consideration paid to Jacksonville Bancorp stockholders in the merger. Eric Luse, Scott A. Brown, Jeff Cardone and Zachary Davis of Luse Gorman, PC served as legal advisors to Jacksonville Bancorp. Jim Crotty, Jason Miller, Tyler Candee and Sean Burke of Keefe, Bruyette and Woods, Inc. served as the financial advisors to CNB Bank Shares. Dennis R. Wendte, Abdul R. Mitha, Andrew Strimaitis and Bill Fay of Barack Ferrazzano Kirschbaum & Nagelberg LLP served as the legal advisors to CNB Bank Shares. Sidley Austin LLP acted as legal advisor to Castle Creek. Keefe, Bruyette and Woods, Inc. also acted as placement agent in conjunction with the offering by CNB Bank Shares. Laurel Hill Advisory Group, LLC acted as an information agent to Jacksonville Bancorp and will receive a fee of $6000 for its services. Hickory Point Bank and Trust acted as paying agent to CNB Bank Shares. Jim Crotty,Jason Miller, Tyler Candee and Sean Burke of Stifel, Nicolaus & Company, Incorporated acted as financial advisors for CNB Bank Shares, Inc. CNB Bank Shares, Inc. completed the acquisition of Jacksonville Bancorp, Inc. (NASDAQ:JXSB) from Stilwell Value LLC, Chicago Capital Management, LLC and others on June 4, 2018.