EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER DATED
AS OF NOVEMBER 16, 2004 BY AND AMONG WILSON BANK HOLDING COMPANY,
WILSON BANK AND TRUST AND DEKALB COMMUNITY BANK TABLE OF
CONTENTS
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ARTICLE 1 THE
MERGER.................................................................
1 1.1 The
Merger....................................................................
1 1.2 The
Closing...................................................................
1 1.3 Effective
Time................................................................
1 ARTICLE 2 CHARTER, BYLAWS, AND OFFICERS AND DIRECTORS OF THE
SURVIVING CORPORATION... 2 2.1 Charter and
Bylaws............................................................
2 2.2 Directors and Executive Officers of the Surviving
Corporation................. 2 2.3 DeKalb Board and
Branches..................................................... 2
ARTICLE 3 CONVERSION OF DEKALB
STOCK................................................. 2 3.1
Conversion of DeKalb Common Stock in the
Merger............................... 2 3.2 Surrender and Exchange
of Shares.............................................. 2 3.3
Dividends; Transfer Taxes; Withholdings;
Escheat.............................. 3 3.4 No Fractional
Securities...................................................... 4
3.5 No Further Rights; Closing of DeKalb Transfer
Books........................... 4 3.6 Dissenting
Shares.............................................................
4 ARTICLE 4 REPRESENTATIONS AND WARRANTIES BY
DEKALB................................... 5 4.1 Organization, Good
Standing and Qualification................................. 5 4.2
Authorization.................................................................
5 4.3 Valid and Binding
Agreement................................................... 5 4.4
No
Violation..................................................................
5 4.5
Capitalization................................................................
5 4.6 Title to Properties;
Encumbrances............................................. 5 4.7 No
Undisclosed
Liability...................................................... 5
4.8 Compliance with Applicable
Law................................................ 6 4.9
Litigation....................................................................
6 4.10 Contracts and
Commitments.................................................... 6
4.11 Brokerage
Fees...............................................................
6 4.12 Corporate
Records............................................................
6 4.13 Full
Disclosure..............................................................
6 ARTICLE 5 REPRESENTATIONS AND WARRANTIES BY PARENT AND THE
BANK...................... 7 5.1 Organization and Good
Standing................................................ 7 5.2
Authorization.................................................................
7 5.3 Valid and Binding
Agreement................................................... 7 5.4
No
Violation..................................................................
7 5.5 Brokerage
Fees................................................................
7 5.6 Parent Common
Stock........................................................... 7
5.7
Capitalization................................................................
8 5.8 Financial Reports and Securities
Documents.................................... 8 5.9 Full
Disclosure...............................................................
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ARTICLE 6 COVENANTS AND AGREEMENTS OF
DEKALB......................................... 8 6.1 Conduct of
Business Pending the Closing.......................................
8 6.2 Access; Further
Assurances.................................................... 10
6.3
Schedules.....................................................................
10 6.4 Regulatory
Filings............................................................
10 6.5 Consents and
Approvals........................................................
10 ARTICLE 7 COVENANTS AND AGREEMENTS OF PARENT AND THE
BANK............................ 11 7.1 Further
Assurances............................................................
11 ARTICLE 8 CONDITIONS TO PARENT'S AND THE BANK'S
OBLIGATIONS.......................... 11 8.1 Representations and
Warranties................................................ 11 8.2
Performance by the
DeKalb..................................................... 11 8.3
Officer's
Certificate.........................................................
11 8.4 Shareholder
Approval..........................................................
11 8.5 Regulatory
Approvals..........................................................
11 8.6 No
Injunction.................................................................
11 8.7 Consents and
Approvals........................................................
11 8.8
Litigation....................................................................
12 8.9 No Material Adverse Change; Due Diligence
Review.............................. 12 8.10 Fairness
Opinion.............................................................
12 ARTICLE 9 CONDITIONS TO THE DEKALB'S
OBLIGATIONS..................................... 12 9.1
Representations and
Warranties................................................ 12 9.2
Performance...................................................................
12 9.3 Officer's
Certificate.........................................................
12 9.4 No
Injunction.................................................................
12 9.5 Adjustments to Book
Value..................................................... 12 9.6
Fairness
Opinion..............................................................
13 ARTICLE 10 TERMINATION OF
AGREEMENT.................................................. 13
ARTICLE 11
MISCELLANEOUS.............................................................
14 11.1
Survival.....................................................................
14 11.2
Expenses.....................................................................
14 11.3 Assignability; Parties in
Interest........................................... 14 11.4 Entire
Agreement;
Amendments................................................. 14 11.5
Headings.....................................................................
14 11.6
Severability.................................................................
15 11.7
Notices......................................................................
15 11.8 Governing
Law................................................................
15 11.9
Counterparts.................................................................
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EXHIBIT A ii AGREEMENT AND PLAN OF MERGER THIS
AGREEMENT AND PLAN OF MERGER ("Agreement") made this 16th day of
November, 2004 by and among WILSON BANK HOLDING COMPANY, a
Tennessee corporation ("Parent"), WILSON BANK AND TRUST, a state
chartered bank incorporated under the laws of the State of
Tennessee (the "Bank"), and DEKALB COMMUNITY BANK, a state
chartered bank incorporated under the laws of the State of
Tennessee ("DeKalb"). WHEREAS, the Boards of Directors of Parent,
the Bank and DeKalb each have determined that a business
combination between Parent, the Bank, and DeKalb is in the best
interests of their respective companies and shareholders and
presents an opportunity for their respective companies to achieve
long-term strategic and financial benefits, and accordingly have
agreed to effect the merger provided for herein upon the terms and
subject to the conditions set forth herein; NOW, THEREFORE, in
consideration of the foregoing, and of the representations,
warranties, covenants, and agreements contained herein, the parties
hereto hereby agree as follows: ARTICLE 1 THE MERGER 1.1 THE
MERGER. Subject to the terms and conditions of this Agreement, at
the Effective Time, DeKalb shall be merged with and into the Bank
in accordance with the applicable provisions of the Tennessee
Business Corporation Act (the "TBCA") (the "Merger"), the separate
corporate existence of DeKalb shall cease and the Bank shall
survive and continue to exist as a corporation incorporated under
the TBCA and as a wholly owned subsidiary of Parent (the Bank, as
the surviving corporation in the Merger, sometimes being referred
to herein as the "Surviving Corporation"). The Merger shall be
consummated pursuant to the terms of this Agreement, which has been
approved and adopted by the respective Boards of Directors of
Parent, the Bank and DeKalb. 1.2 THE CLOSING. Subject to the terms
and conditions of this Agreement, the closing of the Merger (the
"Closing") shall take place at the offices Bass, Berry & Sims
PLC, 315 Deaderick Street, Suite 2700, Nashville, TN 37238, at
10:00 a.m., local time, on March 31, 2005 or, if later, the first
business day immediately following the day on which the last to be
fulfilled or waived of the conditions set forth in Articles 8 and 9
shall be fulfilled or waived in accordance herewith or at such
other time, date, or place as Parent and DeKalb may agree. The date
on which the Closing occurs is hereinafter referred to as the
"Closing Date." 1.3 EFFECTIVE TIME. If all the conditions to the
Merger set forth in Articles 8 and 9 shall have been fulfilled or
waived in accordance herewith and this Agreement shall not have
been terminated as provided in Article 10, the parties hereto shall
cause Articles of Merger, in substantially the form attached hereto
as Exhibit A, to be properly executed and filed in accordance with
the applicable provisions of the TBCA on the Closing Date. The
Merger shall become effective upon the filing of the Articles of
Merger with the Secretary of State of the State of Tennessee, or at
such later time that the parties hereto shall have agreed upon and
designated in such filings as the effective time of the Merger (the
"Effective Time"). 1 ARTICLE 2 CHARTER, BYLAWS, AND OFFICERS AND
DIRECTORS OF THE SURVIVING CORPORATION 2.1 CHARTER AND BYLAWS. The
Charter and Bylaws of the Surviving Corporation immediately after
the Merger shall be the Charter and Bylaws of the Bank in effect
immediately prior to the Merger. 2.2 DIRECTORS AND EXECUTIVE
OFFICERS OF THE SURVIVING CORPORATION. The directors and executive
officers of the Surviving Corporation immediately after the Merger
shall be the directors and executive officers of the Bank
immediately prior to the Merger, each of whom shall serve until
such time as their successors shall be duly elected and qualified.
2.3 DEKALB BOARD AND BRANCHES. After the Merger, the directors of
the DeKalb shall become members of the DeKalb Community Board,
shall meet monthly to provide advice regarding DeKalb County
operations to the Board of Directors of the Bank and shall be
compensated therefore in the same amount as previously compensated
as directors of DeKalb. The branches of DeKalb after the Merger
shall operate as "DeKalb Community Bank, an office of Wilson Bank
and Trust." ARTICLE 3 CONVERSION OF DEKALB STOCK 3.1 CONVERSION OF
DEKALB COMMON STOCK IN THE MERGER. At the Effective Time, by virtue
of the Merger and without any action on the part of any holder of
any capital stock of DeKalb, each issued and outstanding share of
common stock of DeKalb ("DeKalb Common Stock") shall be converted
into and become a number of shares of Parent common stock ("Parent
Common Stock"), equal to the quotient of the (i) book value per
share of the DeKalb Common Stock at December 31, 2004 divided by
(ii) the book value per share of the Parent Common Stock, at
December 31, 2004 as such book values may be adjusted by
Professional Bank Services, Inc. ("PBS") and as the book value of
Parent Common Stock shall be adjusted to account for Parent's
regular dividend paid to its shareholders in January 2005. (the
"Merger Consideration"). No fractional shares shall be issued and
in lieu thereof, a cash payment shall be made pursuant to Section
3.4 hereof 3.2 SURRENDER AND EXCHANGE OF SHARES. (a) The Bank shall
act as Exchange Agent hereunder (the "Exchange Agent"). Prior to
Effective Time, Parent shall deposit with or for the account of the
Exchange Agent stock certificates representing the number of shares
of Parent Common Stock issuable pursuant to Section 3.1 in exchange
for outstanding shares of DeKalb Common Stock, which shares of
Parent Common Stock shall be deemed to have been issued at the
Effective Time and which certificates shall be returned to Parent
if such Effective Time does not occur. (b) As soon as practicable
after the Effective Time (but not later than the first business day
after the Effective Time), Parent shall cause the Exchange Agent to
mail to each holder of record of a certificate or certificates
which immediately prior to the Effective Time represented
outstanding shares of DeKalb Common Stock (the "Certificates") that
were converted pursuant to Section 3.1 into the right to receive
shares of Parent Common Stock (i) a form of letter of transmittal
specifying that delivery shall be effected, and risk of loss and
title to the Certificates shall pass, only upon proper delivery of
the Certificates to the Exchange Agent and (ii) instructions for
use in surrendering such Certificates in exchange for certificates
representing shares of Parent Common 2 Stock and any cash in lieu
of fractional shares of Parent Common Stock. Upon surrender of a
Certificate for cancellation to the Exchange Agent, together with
such letter of transmittal, duly executed, and such other documents
as may be reasonably required by the Exchange Agent, the holder of
such Certificate shall be entitled to receive in exchange therefor
(x) a certificate representing that number of whole shares of
Parent Common Stock which such holder has the right to receive
pursuant to the provisions of this Article 3 and (y) cash in lieu
of any fractional shares of Parent Common Stock to which such
holder is entitled pursuant to Section 3.4, after giving effect to
any required tax withholdings, and the Certificate so surrendered
shall forthwith be canceled. In the event of a transfer of
ownership of DeKalb Common Stock which is not registered in the
transfer records of the DeKalb, a certificate representing the
proper number of shares of Parent Common Stock may be issued to a
transferee if the Certificate representing such DeKalb Common Stock
is presented to the Exchange Agent, accompanied by all documents
required to evidence and effect such transfer, and by evidence that
any applicable stock transfer taxes have been paid. Until
surrendered as contemplated by this Section 3.2(b), each
Certificate shall be deemed at any time after the Effective Time to
represent only the right to receive upon such surrender a
certificate representing shares of Parent Common Stock and cash in
lieu of any fractional shares of Parent Common Stock as
contemplated by this Article 3. In no event will the holder of any
such surrendered Certificate be entitled to receive interest on any
cash to be received in lieu of fractional shares. (c) If any
Certificate shall have been lost, stolen or destroyed, upon the
making of an affidavit of that fact by the person claiming such
Certificate to be lost, stolen or destroyed and, if reasonably
required by Parent, the posting by such person of a bond, in such
reasonable and customary amount as Parent may direct, as indemnity
against any claim that may be made against it with respect to such
Certificate, the Exchange Agent will issue the corresponding
Certificate representing Parent Common Stock to which the person is
entitled to hereunder in exchange for such lost, stolen or
destroyed Certificate. 3.3 DIVIDENDS; TRANSFER TAXES; WITHHOLDINGS;
ESCHEAT. No dividends or distributions that are declared on shares
of Parent Common Stock after the Effective Time will be paid to
persons entitled to receive certificates representing shares of
Parent Common Stock until such persons surrender their
Certificates. Subject to applicable law, upon such surrender, there
shall be paid, to the person in whose name the certificates
representing such shares of Parent Common Stock shall be issued,
any dividends or distributions with respect to such shares of
Parent Common Stock which have a record date after the Effective
Time and shall have become payable between the Effective Time and
the time of such surrender. In no event shall the person entitled
to receive such dividends or distributions be entitled to receive
interest thereon. As soon as practicable following the date which
is six months after the Effective Time, the Exchange Agent shall
deliver to the Surviving Corporation all cash, certificates and
other documents in its possession relating to the transactions
described in this Agreement, and any holders of DeKalb Common Stock
who have not theretofore complied with this Article 3 shall look
thereafter only to the Surviving Corporation for the shares of
Parent Common Stock, any dividends or distributions thereon, and
any cash in lieu of fractional shares thereof to which they are
entitled pursuant to this Article 3. Notwithstanding the foregoing,
neither the Exchange Agent nor any party hereto shall be liable to
a holder of DeKalb Common Stock for any shares of Parent Common
Stock, any dividends or distributions thereon or any cash in lieu
of fractional shares thereof delivered to a public official
pursuant to applicable abandoned property, escheat or similar laws
upon the lapse of the applicable time periods provided for therein.
Parent or the Exchange Agent shall be entitled to deduct and
withhold from the consideration otherwise payable pursuant to this
Agreement to any holder of a Certificate such amounts as Parent or
the Exchange Agent are required to deduct and withhold under the
Code or any provision of state, local or foreign tax law with
respect to the making of such payment. To the extent that amounts
are so withheld by Parent or the Exchange Agent, such withheld
amounts shall be treated for all purposes 3 of this Agreement as
having been paid to the holder of the Certificate in respect of
whom such deduction and withholding were made by Parent or the
Exchange Agent. 3.4 NO FRACTIONAL SECURITIES. No certificates or
scrip representing less than one whole share of Parent Common Stock
shall be issued pursuant to this Agreement. In lieu of any such
fractional share, each holder of record of DeKalb Common Stock who
would otherwise have been entitled to such fractional shares of
Parent Common Stock shall be paid cash (without interest) in an
amount equal to the fractional share amount to which such holder
would be otherwise entitled multiplied by the closing sale price of
Parent's Common Stock on the date closest to, but not after, the
Closing Date. As soon as practicable after the determination of the
amount of cash to be paid to the holders of DeKalb Common Stock in
lieu of any fractional share interests, the Exchange Agent shall
make available in accordance with this Agreement such amounts to
such holders. The fractional Parent Common Stock interests of each
such holder will be aggregated, and no such holder will receive
cash in an amount equal to or greater than the value of one whole
share of Parent Common Stock. 3.5 NO FURTHER RIGHTS; CLOSING OF
DEKALB TRANSFER BOOKS. All shares of Parent Common Stock issued
pursuant to this Article 3 shall be deemed to have been issued and
paid in full satisfaction of all rights pertaining to the
corresponding shares of DeKalb Common Stock, subject, however, to
the Surviving Corporation's obligation to pay any dividends or make
any other distributions with a record date prior to the Effective
Time which may have been declared or made by DeKalb on such shares
of DeKalb Common Stock in accordance with the terms of this
Agreement or prior to the date of this Agreement and which remain
unpaid at the Effective Time. At the Effective Time, the stock
transfer books of DeKalb shall be closed and no transfer of shares
of DeKalb Common Stock shall thereafter be made on such stock
transfer books. If, after the Effective Time, Certificates are
presented to the Surviving Corporation, they shall be canceled and
exchanged as provided in this Article 3; provided, however, if any
Certificate has not been surrendered prior to five years after the
Effective Time (or immediately prior to such earlier date on which
Parent Common Stock or any dividends or distributions with respect
to Parent Common Stock as contemplated by Section 3.5 in respect of
such Certificate would otherwise escheat to or become the property
of any Government), any such shares, cash, dividends or
distributions in respect of such Certificate shall, to the extent
permitted by applicable law, become the property of the Surviving
Corporation, free and clear of all claims or interest of any person
previously entitled thereto. 3.6 DISSENTING SHARES. Each
outstanding share of DeKalb Common Stock the holder of which has
perfected his right to dissent under the Tennessee Business
Corporation Act (the "TBCA") and has not effectively withdrawn or
lost such right as of the Effective Time (the "Dissenting Shares")
shall not be converted into or represent a right to the Merger
Consideration hereunder, and the holder thereof shall be entitled
only to such rights as are granted by the TBCA. DeKalb shall give
Parent prompt notice upon receipt by DeKalb of any such written
demands for payment of the fair value of such shares of DeKalb
Common Stock and of withdrawals of such demands and any other
instruments provided pursuant to the TBCA. If any holder of
Dissenting Shares shall fail to perfect or shall have effectively
withdrawn or lost the right to dissent at or prior to the Effective
Time, the Dissenting Shares held by such holder shall be converted
into a right to receive the Merger Consideration in accordance with
the applicable provisions of this Agreement. If any holder of
Dissenting Shares shall have effectively withdrawn or lost the
right to dissent (through failure to perfect or otherwise) after
the Effective Time, the Dissenting Shares held by such holder shall
be converted on a share by share basis into the Merger
Consideration in accordance with the applicable provisions of this
Agreement as Parent or the Exchange Agent shall determine. Any
payments made in respect of Dissenting Shares shall be made by the
Surviving Corporation. 4 ARTICLE 4 REPRESENTATIONS AND WARRANTIES
BY DEKALB DeKalb hereby represents and warrants as follows: 4.1
ORGANIZATION, GOOD STANDING AND QUALIFICATION. DeKalb is a state
chartered bank duly organized, validly existing and in good
standing under the laws of the State of Tennessee. DeKalb has full
corporate power and authority to carry on its business as now
conducted and possesses all governmental and other permits,
licenses and other authorizations to own, lease or operate its
assets and properties as now owned, leased and operated and to
carry on its business as presently conducted, except where failure
to possess such permit, license or other authorization could not
reasonably be expected to have a material adverse effect on the
business, results of operations, prospects or financial condition
("Material Adverse Effect") of DeKalb. 4.2 AUTHORIZATION. The Board
of Directors of DeKalb has taken all action required by law, its
Charter, Bylaws and otherwise to authorize the execution and
delivery by DeKalb of this Agreement and the consummation by DeKalb
of the transactions contemplated hereby. 4.3 VALID AND BINDING
AGREEMENT. This Agreement constitutes a valid and binding agreement
of DeKalb, enforceable against DeKalb in accordance with its terms
subject to bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer and similar laws of general applicability
relating to or affecting creditors' rights and as to general equity
principles. 4.4 NO VIOLATION. Except as set forth on Schedule 4.4,
the
